Common use of Financial Statements, Reports, Certificates Clause in Contracts

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to Agent: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred fifty (15150) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of Borrower’s fiscal year (beginning with the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' 2010 fiscal year), audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) no later than twenty five (25) days prior to the end of each fiscal year of Borrower, an annual business plan including a monthly operating budget; (vii) such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fviii) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers (a) Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company-prepared balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (except with respect to a going concern clause specifying the need for future equity financings) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 100,000 or more; (iv) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (v) as soon as available, but in any event not later than February 15 of each calendar year, Borrower’s financial and business projections and budget, presented in a month-by-month format, for such year, with written certification signed by a Responsible Officer of approval thereof by Borrower’s board of directors; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) within thirty (30) days of the last day of each fiscal quartertime periods prescribed by Section 6.8(b), a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Patents, Copyrights or Trademarks, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered previously identified to Agent by each Borrower in connection with this AgreementBank.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentLenders: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of Borrower’s fiscal year (beginning with the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' 2010 fiscal year), audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentRequired Lenders; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each fiscal quarteryear, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentLenders, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any Borrower's intellectual propertyapplications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including but not limited the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to any subsequent ownership right Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Borrowers in or to any TrademarkExhibit C hereto, Patent or Copyright not specified in Exhibits A, Btogether with (i) aged listings of accounts receivable and accounts payable, and C (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the Intellectual Property Security Agreement delivered to Agent monthly financial statements a Compliance Certificate signed by each Borrower a Responsible Officer in connection with this Agreementsubstantially the form of Exhibit D hereto and a deferred revenue report.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, statement of operations, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentErnst & Young LLP; (diii) annual budget promptly after approval by Borrower’s Board of Directors, but no later than January 31 of each year during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request in writing from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver to Agent and the following to AgentLenders: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating, if applicable, balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible OfficerOfficer pursuant to a Compliance Certificate; (bii) as soon as available, but in any event within fifteen (15) 90 days after the end of each calendar monthquarter, a report setting forth all transfer company prepared consolidated and consolidating, if applicable, balance sheet, income statement, and statement of funds cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Agent and the Required Lenders and certified by any Borrower to any deposit or other account maintained by any Borrower outside of the United Statesa Responsible Officer; (ciii) as soon as available, but in any event within ninety (90) 180 days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required pursuant to the Investment Agreement) consolidated and consolidating, if applicable, financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (which is either unqualified, qualified only for going concern solely due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Agent and the Required Lenders) on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentAgent and the Required Lenders; (div) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than the earlier of (A) 60 days after the end of each fiscal year during the term of this Agreement or (B) five days following approval by Borrower’s Board of Directors; (v) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (evi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; and (fvii) within thirty (30) days of the last day of promptly upon receipt, each fiscal quarter, a report signed management letter prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.’s independent certified public accounting firm regarding Borrower’s management

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) within twenty (20) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month recurring revenue report and a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty twenty-five (3025) days after the end of each calendar month, an unaudited a Borrower prepared consolidated balance sheet for the Company and unaudited income sheet, income, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified Bank along with a Compliance Certificate signed by a Responsible Officer; (b) as soon as available, but Officer in any event within fifteen (15) days after substantially the end form of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United StatesExhibit D hereto; (c) as soon as available, but in any event within ninety one hundred fifty (90150) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more, or any commercial tort claim acquired by Borrower; and (f) within thirty as soon as available, but in any event no later than fifteen (3015) days prior to the beginning of Borrower’s next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the last day of each upcoming fiscal quarter, a report signed by Borrowersyear, in form acceptable and substance reasonably satisfactory to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, BBank, and C of the Intellectual Property Security Agreement delivered (g) such budgets, sales projections, operating plans, other information as Bank may reasonably request from time to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating, as applicable, balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) starting with the fiscal year ending December 31, 2016, as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating, as applicable, financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern related solely to Borrower’s liquidity position or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 45 days after the end of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt (excluding any materials provided to such security holders, stockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) periodic informal clinical updates on any material developments as Borrower may determine or upon request of Bank and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other information related to Borrower’s business generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than for a going concern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (fv) within promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than thirty (30) days from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the immediately following year, with evidence of the last day approval thereof by Borrower’s board of each fiscal quarterdirectors; and (vii) such budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank (provided that Borrower shall deliver to Bank audited financial statements for 2010 and 2011 not later than October 31,2012); (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income sheet, income, and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrowers fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, including an annual budget for each year, by January 15 of such year, and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Borrower shall deliver to Bank with the monthly financial statements, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right from time to time hereafter to appraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income sheet, income, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (e) at least 30 days before the beginning of each fiscal year, a Borrower-prepared operating budget; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. At any time that an Advance is outstanding or that the Growth Capital Advances are amortizing, within thirty (30) 30 days of after the last day of each fiscal quartermonth, Borrower shall deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form acceptable of Exhibit D hereto. Bank shall have a right from time to Agenttime hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, listing any applications or registrations provided that Borrowers have made or filed in respect such audits will be conducted no more often than every six (6) months unless an Event of any Patents, Copyrights or Trademarks Default has occurred and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers (a) Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating (if applicable) balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 270 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, or qualified only for going concern due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 15 of each year during the term hereof; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 500,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed by Borrowerssales projections, in form acceptable operating plans or other financial information as Bank may reasonably request from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited consolidated balance sheet for the Company and unaudited sheet, income and statement, statement of cash flow statements for the Borrowers' operations during such periodflows, prepared in accordance with GAAP, consistently appliedGAAP (except for the absence of footnotes and subject to year-end adjustments) accompanied by a report detailing any material contingencies and detailing returns of Borrower’s products or services during such period, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by Borrower’s board of directors) consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is either unqualified opinion or qualified only for going concern so long as Borrower’s investors commit to provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements statements; (iii) within five (5) business days of approval thereof, but in any event no later than sixty (60) days following the end of each fiscal year, of an independent certified public accounting firm reasonably acceptable to Agentannual budget and business plan; (div) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 500,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) promptly following any such change, notice that Borrower has changed its practice of recognizing revenue from product sales as of the shipment date; and (fviii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to Agenteach Lender promptly as they are available and in any event: (a) as soon as available, but in any event within thirty (30) days at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each calendar month, an unaudited balance sheet for the Company fiscal year of Borrower (and unaudited income and cash flow statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar monthevent, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days following the end of each fiscal year of Borrower), the financial statements of Borrower filed or required to be filed with such Form 10-K; and (b) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of Borrowers' each of the first three fiscal yearquarters of each fiscal year of Borrower (and in any event, audited consolidated within forty-five (45) days following the end of each of the first three fiscal quarters of each fiscal year of Borrower), the Consolidated financial statements of Borrowers prepared in accordance Borrower filed or required to be filed with GAAPsuch Form 10-Q. In addition, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable Borrower shall deliver to Agent; each Lender (di) if applicablepromptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; holders, (eii) such other financial information as any Lender may reasonably request from time to time, (iii) promptly upon receipt of written notice thereof, a report of any material legal actions pending filed or threatened commenced against Borrowers Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary, in each case, that could is reasonably expected to result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; more and (fiv) within thirty no later than five (305) days Business Days prior to the entry by Borrower into a Permitted License with regard to Borrower’s rights to bremelanotide for use in the United States, a copy of the last day final Permitted License or substantially final draft of the Permitted License to be entered into by Borrower, whichever is available. Borrower shall immediately notify each fiscal quarterLender if Borrower has knowledge that Borrower, a report signed by Borrowersany of its Subsidiaries, in form acceptable to Agentor any director, listing officer, employee, agent or Affiliate of Borrower or any applications of its Subsidiaries becomes the subject or registrations that Borrowers have made or filed in respect target of any PatentsSanctions or (1) is convicted on, Copyrights (2) pleads nolo contendere to, (3) is indicted on or Trademarks (4) is arraigned and the status of any outstanding applications held over on charges involving money laundering or registrations, as well as any material change in any Borrower's intellectual property, including but not limited predicate crimes to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not money laundering. The items specified in Exhibits A, B, Sections 6.3(a) and C of 6.3(b) shall be deemed delivered upon posting with XXXXX or posting the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementitems or a link thereto on Borrower’s website.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall ------------------------------------------- deliver the following to Agent: Bank (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicablewithin five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (fe) within such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (30) days of after the last day of each fiscal quartermonth, Borrower shall deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of --------- accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form acceptable of Exhibit E hereto. --------- Bank shall have a right from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any time hereafter to audit Borrower's intellectual property, including but not limited to any subsequent ownership right Accounts at Borrower's expense every six (6) months and at such times as Bank deems appropriate after an Event of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, Default has occurred and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall ------------------------------------------- deliver the following to AgentBank: (a) as soon as available, but in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited balance sheet for the Company a company prepared consolidated revenue and unaudited income and cash flow statements for the Borrowers' expense statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United StatesBank; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; and (fe) within thirty (30) days prompt notice of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual propertythe composition of the Intellectual Property Collateral, including including, but not limited to to, any subsequent ownership right of Borrowers the Borrower in or to any TrademarkCopyright, Patent or Copyright Trademark not specified in Exhibits A, B, any intellectual property security agreement between Borrower and C Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely affects the value of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.Intellectual

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a recurring revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but together with a Compliance Certificate signed by a Responsible Officer in any event within fifteen (15) days after substantially the end form of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United StatesExhibit D hereto; (c) as soon as available, but in any event within ninety one hundred eighty (90180) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicableas soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank; (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ef) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (fg) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed by Borrowerssales projections, in form acceptable operating plans or other financial information as Bank may reasonably request from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following or cause to Agentbe delivered to Bank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement and unaudited income statement of cash flows covering Borrower’s and cash flow statements for the Borrowers' its consolidated Subsidiaries’ and Silverback Enterprise’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred fifty (15150) days after the end of each calendar monthBorrower’s fiscal year, a report setting forth all transfer company prepared consolidated and consolidating financial statements of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United Statesprepared in accordance with GAAP, consistently applied; (ciii) as soon as available, but in any event within ninety one hundred fifty (90150) days after the end of Borrowers' Silverback Enterprise’s fiscal year, audited consolidated financial statements of Borrowers Silverback Enterprise prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to Borrower, any Borrower Subsidiary or any Subsidiary Guarantor of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) as soon as available, but in any event not later than December 31 of each year, Silverback Enterprise’s financial and business projections and budget for the immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback Enterprise’s board of directors; (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fix) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall ------------------------------------------- deliver the following to AgentBank: (a) as soon as available, but in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited balance sheet for the Company a company prepared consolidated revenue and unaudited income and cash flow statements for the Borrowers' expense statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United StatesBank; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice (thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (3020) days of after the last day of each fiscal month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, --------- together with aged listings of accounts receivable. Within forty-five (45) days after the fast day of each quarter, Borrower shall deliver to Bank with the quarterly financial statements a report Compliance Certificate signed by Borrowers, a Responsible Officer in substantially the form acceptable of Exhibit D hereto. --------- Bank shall have a right from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any time hereafter to audit Borrower's intellectual propertyAccounts at Borrower's expense, including but not limited to any subsequent ownership right provided that such audits will be conducted no more often than every six (6) months unless an Event of Borrowers Default has occurred and is continuing." and inserting in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of lieu thereof the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.following:

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and sheet, cash flow statements for the Borrowers' statement and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank which is either unqualified or qualified only for going concern, so long as in the case of the qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of such non consent to the qualified financial statements or otherwise; provided however, that the audited consolidated and consolidating financial statements of Borrower for fiscal years 2011 and 2012 shall be delivered to Bank on or before July 1, 2013, (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days before the beginning of the applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall provide the 2012 annual budget approved by Borrower’s Board of Directors as soon as available but not later than March 1, 2012; (div) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; and (fvi) within thirty promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (30vii) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Such Borrower shall deliver the following or cause to Agentbe delivered to Bank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement and unaudited income statement of cash flows covering such Borrower’s and cash flow statements for the Borrowers' its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred fifty (15150) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Silverback’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Silverback and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers such Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to such Borrower, any Borrower Subsidiary or any Subsidiary Guarantor of Fifty One Hundred Thousand Dollars ($50,000100,000.00) or more; (v) promptly upon receipt, each management letter prepared by such Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) as soon as available, but in any event not later than December 31 of each year, Silverback’s financial and business projections and budget for the immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fviii) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowerssuch Borrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have such Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any such Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each such Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the statement covering Borrowers' ’ operations during such period, prepared in accordance with GAAPincluding a net worth reconciliation and accounting for maintenance of minimum, consistently appliedstate mandated capital requirements (where required), and including copies of bank account statements for any Cash held outside of Bank, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 150 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any a Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 500,000 or more; and (fv) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; (vii) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersParent, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each such Borrower in connection with this AgreementAgreement and (viii) as soon as available, but in any event no later than December 15th of each year, a Board approved, fully-funded operating plan of Borrower for the following year, acceptable to Bank.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income statement covering Borrower’s and cash flow statements for the Borrowers' its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred fifty (15150) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' WPH’s fiscal year, audited consolidated and consolidating financial statements of Borrowers WPH and its Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (unless such qualification is solely the result of a “going concern” related to insufficient access to capital and/or negative profits and Ex-Im grants a waiver allowing such statements to be qualified) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (v) if applicable, promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fviii) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 45 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) Borrower's fiscal quarters and 120 days after the end of Borrowers' each of Borrower's fiscal years, Borrower's 10-Q and 10-K reports, respectively, as filed with the Securities and Exchange Commission year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionor to any holders of Subordinated Debt; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 50,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower's independent certified public accounting firm regarding Borrower's management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual propertyIntellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Each Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering such Borrower's operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' such Borrower's fiscal year, audited consolidated and consolidating financial statements of Borrowers such Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers such Borrower or any Subsidiary that could result in damages or costs to any such Borrower or any Subsidiary of Fifty Thousand Dollars $50,000 or more in excess of insurance coverage; ($50,000v) promptly upon receipt, each management letter prepared by such Borrower's independent certified public accounting firm regarding such Borrower's management control systems; (vi) such budgets, sales projections, operating plans or moreother financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by Borrowerseach Borrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have each Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual propertyIntellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower Borrowers in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to Agent: (ai) as soon as available, but in any event within thirty twenty-five (3025) days after the end of each calendar monthmonth (which shall be extended to thirty (30) days for deliveries to be made in the first two months following the Closing Date), an unaudited a company prepared consolidated and, if prepared by the Borrower, consolidating balance sheet for and income statement covering the Company and unaudited income and cash flow statements for the Borrowers' Loan Parties’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited company prepared consolidated and, if prepared by the Borrower, consolidating financial statements of Borrowers Borrower and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such and audited by a certified public accountant, which, following a SPAC Business Combination may be satisfied by audited financial statements of an independent certified public accounting firm reasonably acceptable to Agenta parent company of Borrower; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower any Loan Party to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereofthereof by any Loan Party, a report of any legal actions pending or threatened in writing against Borrowers any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower Loan Party or any Subsidiary of Fifty Thousand [**] Dollars ($50,000[**]) or more; (v) promptly upon receipt by any Loan Party, each management letter prepared by such Loan Party’s independent certified public accounting firm regarding such Loan Party’s management control systems; (vi) as soon as available, but in any event within sixty (60) days after the end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Agent may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement and unaudited income statement of cash flows covering Borrower’s, Parent Guarantors’ and cash flow statements for the Borrowers' its Subsidiaries’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 120 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower, Parent Guarantors and their Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is (i) for Fiscal Year 2021 consistent with the opinion given in Borrower’s audited financial statements for its Fiscal Year 2020 and (ii) for Fiscal Year 2022 and thereafter, unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower an Obligor to its security holders or to any holders of Subordinated Debt in their capacity as such and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers Borrower, any Parent Guarantor or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower, any Borrower Parent Guarantor or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (v) promptly upon receipt, each management letter delivered to an Obligor by such Obligor’s independent certified public accounting firm regarding such Obligor’s management control systems; (vi) as soon as available, but in any event within 60 days after each fiscal year end, Bxxxxxxx’s financial and business projections and budget, by month, for such fiscal year, with evidence of approval thereof by Bxxxxxxx’s board of directors (as amended or revised from time to time by the Borrower’s board of directors, the “Projections”); (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Obligors in the ordinary course of business as Bank may reasonably request from time to time; and (fviii) within thirty (30) 30 days of the last day of after each fiscal quarteryear end, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have an Obligor has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual propertyObligors’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers an Obligor in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited balance sheet for the Company a company prepared consolidated revenue and unaudited income and cash flow statements for the Borrowers' expense statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United StatesBank; (c) as soon as available, but in any event within ninety one hundred twenty (90120) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (3020) days of after the last day of each fiscal month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable. Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with quarterly financial statements a report Compliance Certificate signed by Borrowers, a Responsible Officer in substantially the form acceptable of Exhibit D hereto. Bank shall have a right from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any time hereafter to audit Borrower's intellectual propertyAccounts at Borrower's expense, including but not limited to any subsequent ownership right provided that such audits will be conducted no more often than every six (6) months unless an Event of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, Default has occurred and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing."

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the statement covering Borrowers' ’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (d) if applicableindicated time frame, copies of all statements, reports and notices sent or made available generally by Borrower Borrowers to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K Q (within forty-five (45) days of the end of each fiscal quarter) and 10-Q K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers a Borrower or any Subsidiary that could result in damages or costs to any a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) within thirty forty five (3045) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any a Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each such Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall ------------------------------------------- deliver the following to AgentBank: (a) as soon as available, but in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' a company prepared consolidated revenue end expense statement covering Borrower's consolidated operations during such period, prepared . in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United StatesBank; (c) as soon as available, but in any event within ninety one hundred twenty (90120) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (3020) days of after the last day of each fiscal month in which any Credit Extensions are outstanding or requested, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged --------- listings of accounts receivable. Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with the quarterly financial statements a report Compliance Certificate signed by Borrowers, a Responsible Officer in substantially the form acceptable of Exhibit D hereto. --------- Bank shall have a right from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any time hereafter to audit Borrower's intellectual propertyAccounts at Borrower's expense, including but not limited to any subsequent ownership right provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, Default has occurred and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing."

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following (a) Deliver to AgentBank: (ai) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar monthquarter, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income statement covering Borrower’s consolidated and cash flow statements for the Borrowers' consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and the period certified by a Responsible OfficerOfficer on Form 10-Q as filed with the Securities and Exchange Commission; (bii) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within no later than ninety (90) days after the end last day of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAPunder GAAP on form 10-K, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm of national reputation or otherwise reasonably acceptable to AgentBank in its reasonable discretion; (diii) if applicablewithin five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders and or to any holders of Subordinated Debt; (iv) within five (5) days after filing, all reports on Forms form 8-K, 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrowers or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars its Subsidiaries that, if adversely determined, could reasonably be expected to have a material adverse effect on Borrower’s business; ($50,000vi) or more; and as soon as available, but no later than sixty (f) within thirty (3060) days of after the last day of each Borrower’s fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, Byears, and C contemporaneously with any updates thereto, Borrower’s board-approved projections for the subsequent fiscal year; and (vii) budgets, sales projections, operating plans and other financial information of Borrower reasonably requested by Bank. Borrower’s 10-K, 10-Q, and 8-K reports required to be delivered pursuant to this Section 6.2(a) shall be deemed to have been delivered on the Intellectual Property Security Agreement delivered to Agent by each date on which Borrower in connection with this Agreementposts such report or provides a link thereto on Borrower’s or another website on the internet.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible OfficerOfficer (except that monthly financial statements may omit substantially all footnotes that would normally be required to be included in GAAP financial statements); (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than 15 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Parent shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the statement covering Borrowers' ’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred eighty (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90180) days after the end of Borrowers' ’ fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by any Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers a Borrower or any Subsidiary that could result in damages or costs to any such Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (fe) within such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, including, but not limited to, Borrowers’ annual operating budget, approved by Parent’s Board of Directors and in form and substance acceptable to Bank, which shall be delivered to Bank no later than thirty (30) days after the end of each fiscal year. Within thirty (30) days after the last day of each fiscal quartermonth, Parent shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable a report covering Borrower’s Eligible MRR metrics, and a deferred revenue schedule. Parent shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense, in form acceptable to Agent, listing any applications or registrations provided that Borrowers have made or filed in respect such audits will be conducted no more often than every twelve (12) months unless an Event of any Patents, Copyrights or Trademarks Default has occurred and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthquarter, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's operations during such period, prepared in accordance together with GAAPForms 10-Q filed with the Securities and Exchange Commission, consistently applied, each in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (cii) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (d) if applicableBank, together with copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; (iv) promptly upon receipt, each management letter prepared by Borrower's independent certified public accounting firm regarding Borrower's management control systems; and (fv) within thirty (30) as soon as possible, and in any event not later than 30 days of after the last day end of each fiscal quarteryear of Borrower, Borrower's annual budget, sales projections, and operating plans for the current fiscal year, which budget, projections and plans shall be in a report signed by Borrowers, in form reasonably acceptable to AgentBank and any other budgets, listing any applications sales projections, operating plans or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent other financial information generally prepared by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited sheet, income statement, and cash flow statements statement (for months that are the Borrowers' last month of a fiscal quarter) covering Borrower’s consolidated operations during such period, prepared in accordance with GAAPGAAP (except for the absence of footnotes and subject to year-end audit adjustments), consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an PricewaterhouseCoopers LLP or another independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made WEST\291919990.7 available generally by Borrower to its security holders and or to any holders of Subordinated Debt in their capacities as such and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (e) as soon as made available to Borrower’s board of directors, but in any event by March 15 of each year, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (ii) annual financial projections for the (x) current fiscal year as approved by Borrower’s board of directors and (y) following fiscal year as reviewed by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Notwithstanding the foregoing, financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section 6.3 (30i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Bank receives such reports from the Borrower through electronic mail and (ii) shall be deemed to be delivered on the date such documents are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System. Within forty-five (45) days of after the last day of each fiscal quarter, Borrower shall deliver to Bank a report certificate signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect a Responsible Officer providing aged listings of any Patents, Copyrights or Trademarks accounts receivable and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, Baccounts payable, and a KPI Report. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right from time to time hereafter, upon reasonable prior notice, from time to time during Borrower’s usual business hours, to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementDefault has occurred and is continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers (a) Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen forty-five (1545) days after the end of each calendar monthFiscal Quarter, a report setting forth all transfer company prepared consolidated statement of funds cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by any Borrower to any deposit or other account maintained by any Borrower outside of the United Statesa Responsible Officer; (ciii) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal yeareach Fiscal Year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (div) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions actions, suits, litigation or proceedings, at law or in equity, pending by or threatened against Borrowers or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary before any court, administrative agency, or arbitrator in which a likely adverse decision could reasonably be expected to have a Material Adverse Effect; (vi) as soon as available, but in any event within thirty (30) days of Fifty Thousand Dollars the start of each Fiscal Year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; ($50,000vii) such budgets, sales projections, operating plans or moreother financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fviii) within thirty (30) days of the last day of each fiscal quarterFiscal Quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including including, but not limited to to, any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared by a United States certified public accounting firm in accordance with United States GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 31 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; and (fvi) within thirty promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (30vii) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and, if prepared, consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; Borrower’s fiscal year (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' beginning fiscal yearyear 2013), audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification for liquidity) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 30 of each calendar year, Borrower’s financial and business projections and budget for that year, with evidence of approval thereof by Borrower’s board of directors; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating (if any) balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating (if any) financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with (if required by the Investment Agreement) an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) annual budget approved by Borrower’s Board of Directors as soon as available but in any event within 30 days after each fiscal year end during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed by Borrowerssales projections, in form acceptable operating plans, information relating to Agent, listing any applications clinical updates or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, other information as well as any material change in any Borrower's intellectual property, including but not limited Bank may reasonably request from time to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to Agent: (a) Deliver to Bank: 6 as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, an unaudited a Borrower prepared consolidated balance sheet and income statement covering Borrowers’ consolidated operations for the Company and unaudited income and cash flow statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and month certified by a Responsible OfficerOfficer and in a form similar to those provided to the Bank prior to the Effective Date; (b) 7 as soon as available, but in any event within fifteen no later than forty-five (1545) days after the end last day of each calendar monthfiscal quarter, a report setting forth all transfer of funds Borrower prepared consolidated balance sheet and income statement covering Borrowers’ consolidated operations for such fiscal quarter certified by any Borrower a Responsible Officer and in a form similar to any deposit or other account maintained by any Borrower outside of those provided to the United StatesBank prior to the Effective Date; (c) as 8as soon as available, but in any event within no later than ninety (90) days after the end last day of Borrowers' each Borrower’s fiscal year, audited consolidated financial statements of Borrowers Comverge prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to AgentBank in its reasonable discretion; 9 within five (d5) if applicabledays of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its any Borrower’s security holders and or to any holders of Subordinated Debt (iv) in the event that any Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on such Borrower’s or another website on the Internet; (e) promptly upon receipt of notice thereof, 10 a prompt report of any legal actions pending or threatened against Borrowers or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) its Subsidiaries which, if adversely determined, could reasonably be expected to have a material adverse effect on the business of Comverge, Enerwise or morePES or on the business of Borrowers as a whole; 11 prompt notice of an event that materially and adversely affects the value of the intellectual property; and (f) within thirty (30) days of the last day of each fiscal quarter12 budgets, a report signed sales projections, operating plans and other financial information reasonably requested by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementBank.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentHeat Biologics, Inc. USA 10 Bank; (diii) an annual budget and product timeline, each approved by Borrower’s Board of Directors, as soon as available but not later than 15 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K K,and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Lead Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days days, after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for as at the Company end of such calendar month and unaudited income and cash flow statements for the Borrowers' statement covering Lead Borrower’s consolidated operations during such periodcalendar month, prepared in accordance with GAAPLead Borrower’s ordinary practices, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen forty-five (1545) days after the end of each quarter (other than the last fiscal quarter of any calendar monthyear), a report setting forth all transfer consolidated financial statements of funds Lead Borrower prepared in accordance with GAAP, consistently applied, and reviewed by any Borrower Mxxxxx & Kxxxxxxx LLP or by another independent certified public accounting firm reasonably acceptable to any deposit or other account maintained by any Borrower outside of the United StatesBank; (c) as soon as available, but in any event within ninety one hundred twenty (90120) days after the end of Borrowers' Lead Borrower’s fiscal year, audited consolidated financial statements of Borrowers Lead Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an Mxxxxx & Kliegman LLP or by another independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicablenot available through the internet, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports (if any) on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionCommission and all other statements, reports and notices sent or made generally available by Lead Borrower to its security holders or to any holders of Subordinated Debt; (e) promptly upon following receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers or any Subsidiary Borrower that could result in damages or costs to any such Borrower or any Subsidiary of Two Hundred and Fifty Thousand Dollars ($50,000250,000) or more; and (f) within thirty such budgets, sales projections, operating plans and other financial information (30) days of including information related to the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect verification of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, Borrower’s Accounts) as well as any material change in any Borrower's intellectual property, including but not limited Bank may reasonably request from time to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following Deliver to AgentFoothill: (a) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthmonth during each of Borrower's fiscal years, an unaudited a company prepared balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' covering Borrower's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent ; and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) 90 days after the end of each calendar monthof Borrower's fiscal years, a report setting forth all transfer financial statements of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' for each such fiscal year, audited consolidated financial statements of Borrowers by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of an independent certified public accounting firm reasonably acceptable cash flow and, if prepared, such accountants' letter to Agent; (d) if applicablemanagement. Borrower agrees to deliver financial statements prepared on a combined and consolidating basis so as to present each Borrower on a combined basis and each Debtor separately. Together with the above, copies of all statementsBorrower also shall deliver to Foothill Borrower's Form 10-Q Quarterly Reports, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission; , if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Foothill a certificate signed by -------------- its chief financial officer to the effect that: (ei) promptly upon receipt all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of notice thereofunaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (iii) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a report Default or Event of Default (or, to the extent of any legal actions pending non- compliance or threatened against Borrowers Default or any Subsidiary Event of Default, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrower that could result in damages Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or costs other third parties to any Borrower or any Subsidiary deliver to Foothill, at Borrower's expense, copies of Fifty Thousand Dollars ($50,000) or more; Borrower's financial statements, papers related thereto, and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect other accounting records of any Patentsnature in their possession, Copyrights or Trademarks and the status of to disclose to Foothill any outstanding applications or registrations, as well as any material change in any information they may have regarding Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, business affairs and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementfinancial conditions.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as availableprovided, but in any event however, that after the occurrence of the IPO such statements shall be delivered within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United Statesquarter; (cb) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within thirty twenty-five (3025) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and backlog/bookings reports. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following Deliver to AgentFoothill: (a) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthquarter during each of FRI's fiscal years, an unaudited a company prepared balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' covering FRI's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent ; and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) 90 days after the end of each calendar monthof FRI's fiscal years, financial statements of FRI for each such fiscal year, audited by KPMG Peat Marwick LLP or such other independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a report setting forth all transfer certificate of funds by any Borrower such accountants addressed to any deposit or other account maintained by any Borrower outside Foothill stating that such accountants do not have knowledge of the United States; (c) existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, promptly after receipt and if prepared, such accountants' letter to management. In addition to the financial statements referred to above, each of FRI-MRD and Borrower agrees to deliver, as soon as available, but in any event within ninety (90) 30 days after the end of Borrowers' each month during each of FRI's fiscal yearyears, audited consolidated the "key data report" covering FRI, Chi-Chi's, and El Torito for the month then ended and the year to date. Together with the above, Borrower also shall deliver to Foothill FRI's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other 58 filings made by FRI with the SEC, if any, as soon as the same are filed, and any other report reasonably requested by Foothill relating to the Collateral or the Guarantor Collateral or the financial condition of FRI-MRD or its Subsidiaries. Each quarter, together with the financial statements provided pursuant to Section 6.3(a), each of Borrowers FRI-MRD and Borrower shall deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAPGAAP (except, consistently applied, together with an unqualified opinion on such in the case of unaudited financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (d) if applicable, copies of all statements, reports for the lack of footnotes and notices sent being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of the applicable Person, (ii) to such officer's best knowledge the representations and warranties of FRI-MRD and its Subsidiaries contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each quarter that also is the date on which a financial covenant in Section 7.20, or made available generally by Borrower 7.21 is to its security holders and all reports on Forms 10-K and 10-Q filed be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the Securities applicable financial covenants contained in Section 7.20, or 7.21, and Exchange Commission; (eiv) promptly upon receipt to such officer's best knowledge on the date of notice thereofdelivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, a report in the case of clauses (i), (ii), or (iii), to the extent of any legal actions pending non-compliance, describing such non-compliance as to which he or threatened against Borrowers she may have knowledge and what action FRI-MRD or any Subsidiary that could result in damages Borrower has taken, is taking, or costs proposes to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in take with respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthereto).

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) 50 days after the end of each calendar monthfiscal quarter, an unaudited a company-prepared consolidated and consolidating balance sheet for the Company sheets and unaudited income statements covering Borrower's consolidated and cash flow statements for the Borrowers' consolidating operations during such quarterly fiscal period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent that fairly presents, in all material respects, the financial condition of Borrower as of the end of such quarterly fiscal period, and certified by a one of the Responsible Officer; (b) as soon as available, but in any event within fifteen (15) 100 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently appliedapplied (except as otherwise disclosed in such financial statements), together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Agentof recognized national standing; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K (within 100 days of fiscal year end) and 10-Q (within 50 days of fiscal quarter end) filed with the Securities and Exchange Commission; (ed) promptly upon receipt of written notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result would reasonably be expected to have a Material Adverse Effect; (e) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in damages or costs the ordinary course of business as Bank may reasonably request from time to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or moretime; and (f) within thirty (30) 30 days of the last day reasonable written request from Bank (which request may not be made more than twice per calendar year unless an Event of each fiscal quarterDefault has occurred and is continuing), a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within fifty (50) days after the end of each fiscal quarter (until such time as Borrower's Adjusted Quick Ratio is less than or equal to 2.50:1.00, at which time the delivery time shall be within thirty (30) days after the end of each calendar month), an unaudited a company prepared consolidated balance sheet for the Company and unaudited income sheet, income, and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen ninety-five (1595) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time and generally prepared by Borrower in the ordinary course of business, including but not limited to annual financial projections (including balance sheet and income statement for each fiscal year), no later than January 31 immediately preceding the fiscal year for which the projections are being provided; and (f) within thirty forty-five (3045) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Within twenty (25) days after the last day of each month from and after Advances become available to Borrower pursuant to Section 2.1(a), Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, and a report, by location, of consigned inventory having an aggregate book value equal to or greater than $500,000. Borrower shall deliver to Bank with the quarterly (or monthly, as appropriate) financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank, in each case at both the Inglewood and the Boston addresses referenced in Section 10: (a) as soon as available, but in any event within thirty forty (3040) days after the end of each calendar monthmonth (commencing with the month ending October, an unaudited 2002), a company prepared consolidated balance sheet for the Company and unaudited income sheet, income, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred fifty (15150) days after the end of each calendar monthBorrower’s fiscal year (except the fiscal year ending December 31, a report setting forth all transfer of funds by any Borrower to any deposit 2002, for which financial statements must be delivered in compliance with this Section 6.3(b) on or other account maintained by any Borrower outside of the United States; (cbefore January 31, 2003) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year, audited consolidated financial statements of Borrowers CCS Consolidated, Inc. (Borrower’ parent) prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Seventy-Five Thousand Dollars ($50,00075,000) or more; more and(e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business. Borrower shall deliver to Bank with the monthly financial statements, at both the Inglewood and (f) within thirty (30) days of the last day of each fiscal quarterBoston addresses referenced in Section 10, a report Compliance Certificate signed by Borrowers, a Responsible Officer in substantially the form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and Exhibit C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementhereto.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Parent shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthquarter, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income statement covering Parent’s and cash flow statements for the Borrowers' its Subsidiaries operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 90 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Parent’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Parent and its Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower Parent and its Subsidiaries to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Parent or any Subsidiary of Parent that could result in damages or costs to any Borrower Parent or any Subsidiary of Fifty Thousand Dollars (Parent of $50,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by Parent’s independent certified public accounting firm regarding each Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrowers in the ordinary course of business as Bank may reasonably request from time to time; (vii) as soon as available, but in any event within 60 days of the end of each of Parent’s fiscal years, annual financial projections for the upcoming fiscal year of Parent and its Subsidiaries, including, but not limited to, a company prepared balance sheet and income statement, in a form acceptable to Bank and certified by a Responsible Officer; and (fviii) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersResponsible Officer, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Parent has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual propertyBorrowers’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower Borrowers in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to Agenteach Lender: (a) as soon as availableBorrower will provide quarterly financials in the form provided in its 10-Q, but in any event within thirty (30) days after the end of each calendar montha Borrower prepared Consolidated balance sheet, an unaudited balance sheet for the Company Consolidated income statement and unaudited income and Consolidated cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar monthBorrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of a report setting forth all transfer of funds by any Borrower to any deposit nationally recognized or other account maintained by any Borrower outside of the United Statesindependent public accounting firm reasonably acceptable to Lender (Lender acknowledges that Gxxxx Xxxxxxx LLP is reasonably acceptable); and (c) as soon as available, but in any event within ninety sixty (9060) days after the earlier of (i) the end of Borrowers' Borrower’s fiscal year or (ii) the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, audited consolidated promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrowers prepared in accordance Borrower filed with GAAPsuch Form 10-K; and (ii) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, consistently applied, together with an unqualified opinion on such the Consolidated financial statements of an independent certified public accounting firm reasonably acceptable Borrower filed with such Form 10-Q. Borrower shall be deemed to Agent; deliver its 10-K and 10-Q to Lender when such materials are posted on the website of the Securities and Exchange Commission. In addition, Borrower shall deliver to Lender (dA) if applicablepromptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports holders, which items shall be deemed to have been delivered when posted on Forms 10-K and 10-Q filed with the website of the Securities and Exchange Commission; Commission and (eB) promptly upon receipt of notice thereof, a report of any material legal actions pending or threatened in writing against Borrowers Borrower or any Subsidiary or the commencement of any legal action, proceeding or governmental investigation involving Borrower or any Subsidiary that could is reasonably expected to result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000) or more; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement250,000).

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers (a) Borrower shall deliver the following to AgentBank, in each case at both the San Xxxx and the Boston addresses referenced in Section 10: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter (or, if there are any outstanding Credit Extensions under this Agreement, within thirty (30) days after the end of each month, an unaudited ) a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible OfficerOfficer and a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (bii) as soon as available, but in any event within fifteen one hundred fifty (15150) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank (provided that such financial statements for the fiscal year ended December 31, 2004 shall be delivered on or before May 31, 2006); (diii) if applicableto the extent Borrower is a public company, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (v) on or before the earlier of (A) the date such projections are approved by Borrower’s Board of Directors and (fB) within thirty (30) days of the last day March 1 of each fiscal quarteryear, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and financial projections for Borrower for the status of any outstanding applications or registrationsforthcoming fiscal year, as well approved by Borrower’s Board of Directors; and (vi) such budgets, sales projections, operating plans or other financial information as any material change in any Borrower's intellectual property, including but not limited Bank may reasonably request from time to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement and unaudited income and statement of cash flow statements for the Borrowers' operations during such periodflows, prepared in accordance with GAAP, consistently applied, covering Borrower’s operations during such period, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 150 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event no later than January 31 of each year, board approved annual financial projections (which projections shall include monthly balance sheets, monthly income statements and monthly cash flow statements and be in form reasonably acceptable to Bank) for the then current or next fiscal year of Borrower, as applicable (any board approved changes to Borrower’s projections shall be reported to Bank within 30 days of the date of any such approval), and such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) upon Bank’s request, within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to Agent---- ------------------------------------------- Bank: (a) as soon as available, but in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited balance sheet for the Company a company prepared consolidated revenue and unaudited income and cash flow statements for the Borrowers' expense statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United StatesBank; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (3020) days of after the last day of each fiscal month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of --------- accounts receivable. Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with the quarterly financial statements a report Compliance Certificate signed by Borrowers, a Responsible Officer in substantially the form acceptable of Exhibit ------- D hereto. - Bank shall have a right from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any time hereafter to audit Borrower's intellectual propertyAccounts at Borrower's expense, including but not limited to any subsequent ownership right provided that such audits will be conducted no more often than every six (6) months unless an Event of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, Default has occurred and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar monthquarter, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen two hundred ten (15210) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than ninety (90) days after the end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for the immediately following year, including a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s operations during such period, with evidence of approval thereof by Borrower’s Board of Directors; (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (fviii) within thirty (30) days of the last day of each fiscal calendar quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the ’s Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementProperty.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty forty five (30) days after the end of each calendar month, an unaudited balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (1545) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as availablecompany prepared consolidated balance sheet and income statement covering Borrower’s operations during such period, but in any event within ninety (90) days after the end of Borrowers' fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm a form reasonably acceptable to AgentBank and certified by a Responsible Officer; (dii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000.00) or more; (iv) promptly but in any event within three (3) days upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (v) as soon as available, but in any event not later than sixty (60) days after Borrower’s fiscal year end or within seven (7) days of board approval, Borrower’s financial and business projections and budget for the immediately following year, detailed on a quarterly basis, with evidence of approval thereof by Borrower’s board of directors; provided that, any revisions of such projections approved by Borrower’s board of directors during any fiscal year shall be delivered to Bank no later than seven (7) days after such approval; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall ------------------------------------------ deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicablewithin ten (10) days upon becoming available, copies of all material financial statements, financial reports and financial notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt (excluding packages for Board of Directors meetings) and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending filed or threatened in writing against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (fe) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (3020) days of after the last day of each fiscal quartermonth, Borrower shall deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of ------- accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form acceptable of Exhibit D hereto. -------- Bank shall have a right from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any time hereafter to audit Borrower's intellectual propertyAccounts at Borrower's expense, including but not limited to any subsequent ownership right provided that such audits will be conducted no more often than every six (6) months unless an Event of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, Default has occurred and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared combined balance sheet for the Company sheet, income statement and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated combined financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of GAAP reviewed by an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) annual budget and operating plan approved by Borrower’s Board of Directors as soon as available but not later than December 15 of each calendar year during the term hereof; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to Agent: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the statement covering Borrowers' ’ operations during such period, prepared in accordance with GAAPincluding a net worth reconciliation and accounting for maintenance of minimum, consistently appliedstate mandated capital requirements (where required), and including copies of account statements for any Cash, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) 150 days after the end of Borrowers' ’ fiscal year, audited consolidated and consolidating financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrowers’ investors provide additional equity as needed or otherwise consented to in writing by Lender on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentLender; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower a Borrowers to its security holders or to any holder of Senior Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower a Borrowers or any Subsidiary of Fifty Thousand Dollars ($50,000) 500,000 or more; and (fv) promptly upon receipt, each management letter prepared by Borrowers’ independent certified public accounting firm regarding Borrowers’ management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrowers in the ordinary course of business as Agent may reasonably request from time to time; (vii) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersParent, in form reasonably acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers a Borrower in or to any Trademark, Patent or Copyright IP Rights not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent by each a Borrower in connection with this AgreementAgreement and (viii) as soon as available, but in any event no later than December 15th of each year, a Board approved, fully-funded operating plan of each Borrower for the following year, acceptable to the Seventy-Five Percent Lenders.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentAgent by email to the address specified pursuant to Section 11, and Agent and Lenders shall be entitled to rely on the information contained therein: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited Xxxxxxxx’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' operations during such periodperiod reported, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred fifty (15150) days after the end of each calendar monthXxxxxxxx’s fiscal year, a report setting forth all transfer audited consolidated financial statements of funds by any Borrower in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to any deposit or other account maintained by any Borrower outside of the United StatesAgent; (c) as soon as available, but in any event within ninety sixty (9060) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated an annual operating budget and financial statements of Borrowers prepared projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format, as approved by the Board and Agent (with such Agent’s approval not to be unreasonably withheld) (as updated in accordance with GAAPthe provisions in this Agreement, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Agentthe “Approved Budget”); (d) if applicablea copy of Xxxxxxxx’s and Subsidiary’s bank or brokerage statements delivered monthly with the current month’s Compliance Certificate reflecting the prior month’s activity from all institutions, whether or not in the U.S., where Borrower or a Subsidiary maintains deposit or securities accounts; (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and debt holders when made available to such holders, as well as promptly after Xxxxxxxx’s receipt thereof, a copy of all reports on Forms 10-K and 10-Q filed with notices of default received by Borrower from (i) the Securities and Exchange Commissionholders of 2022 Convertible Debt, or (ii) the Junior Agent or any Junior Lender; (ef) at any time when Agent does not have a board observer on the Board, copies of all notices, minutes, consents, and other materials that Borrower provides to its Board contemporaneously with delivery to members of the Board, provided, however, that any materials protected Third Amended and Restated Loan and Security Agreement – Xxxxxx.xx Inc. (January 2024) 27 from discovery by the attorney-client privilege or the attorney work product privilege, any materials necessary or advisable in the good faith determination of the Board to avoid a conflict of interest between Borrower, on the one hand, and Agent and Lenders, on the other hand, and any trade secrets may be excluded, (g) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars exceeding $250,000, fines, penalties or other sanctions by any Governmental Agency, or claims for injunctive or equitable relief; ($50,000h) or moreother financial information as Agent may reasonably request from time to time promptly after such request; and (fi) notice to Agent within thirty 5 days of any calendar month in which Unrestricted Cash is less than $22,500,000, and upon Agent’s request following receipt of such notice, Borrower will provide 13 week cash flow statements in form and substance satisfactory to Agent. Borrower shall provide Agent with a copy of any Board approved changes to any Approved Budget within five (305) days of the last day of each fiscal quartersuch approval, a report signed by Borrowers, in form provided that any such changes must also be reasonably acceptable to AgentAgent in order for such changes to constitute part of the Approved Budget. Notwithstanding the foregoing, listing other than documents to be delivered pursuant to subsections (a) or (b) of this Section 6.3, documents required to be delivered pursuant to the terms of this Section 6.3 (to the extent any applications such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents on its website, or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, Bprovides a link thereto, and C of the Intellectual Property Security Agreement delivered to notifies Agent by each Borrower in connection email at xxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx, xxxxxxx@xxxxxxxxxxxxxxxxx.xxx and xxxxx@xxxxxxxxxxxxxxxxx.xxx that such materials have been posted with this Agreementa link to such documents.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 20 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 50 days after the end of each calendar monthfiscal quarter of Borrower, a report setting forth all transfer of funds company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by any Borrower to any deposit or other account maintained by any Borrower outside of the United Statesa Responsible Officer; (ciii) as soon as available, but in any event within ninety (90) 95 days after the end of Borrowers' Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (div) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (viii) within thirty (30) 95 days of after the last day of each fiscal quarteryear of Borrower, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the ’s Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementProperty.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for and income statement (and, within thirty (30) days after the Company and unaudited income and end of each calendar quarter, a cash flow statements for the Borrowers' statement) covering Borrower’s and Borrower’s Subsidiaries’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, including but not limited to annual financial projections for each fiscal year to be delivered to Bank no later than October 31 of the preceding year with updated projections to be provided by Borrower to Bank on April 30 of each year; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's ’s intellectual property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentLender: (a) as soon as available, but in any event within thirty forty (3040) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentLender; (dc) if applicablewithin five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (fe) within thirty (30) days such budgets, sales projections, operating plans or other financial information as Lender may reasonably request from time to time. Any and all financial information to be provided hereunder by Borrower to Lender shall be certified by Louix Xxxxxx, Xxchxxx Xxxxx xxx Howaxx Xxxxxxx, xx true, accurate and complete, to the best of their knowledge, exercise in good faith. In the event that one or more of the last foregoing persons is no longer employed by Borrower, the certification shall be made by the persons employed by the Borrower performing similar duties and functions. On the first business day of each fiscal quarterweek in which this Revolving Facility is outstanding, Borrower shall deliver to Lender a report Weekly Budget signed by Borrowers, a Responsible Officer in substantially the form acceptable of Exhibit C hereto. Borrower shall deliver to Agent, listing any applications or registrations that Borrowers Lender with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Lender shall have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any a right from time to time hereafter to audit Borrower's intellectual propertyAccounts at Borrower's expense, including but not limited to any subsequent ownership right provided that such audits will be conducted no more often than every two (2) months unless an Event of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, Default has occurred and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers (a) Each Borrower shall deliver the following to AgentBank: (a1) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering such Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b2) as soon as available, but in any event within fifteen (15) 120 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' such Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; provided however, that the annual audited financial statements for the fiscal year ended December 31, 2003 shall be due by June 30, 2004; (d3) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e4) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers such Borrower or any Subsidiary that could result in damages or costs to any such Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 200,000 or more; and (f5) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably request from time to time; (6) within thirty (30) 30 days of any changes to the Intellectual Property Collateral and within 30 days of the last day of each fiscal calendar quarter, a report signed by Borrowers, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual propertyBorrowers’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers any Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement Agreements delivered to Agent Bank by each Borrower Borrowers in connection with this Agreement; and (7) by close of business on each Friday, or if any such Friday is not a Business Day, the next Business Day following such Friday, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit F hereto, together with aged listings of accounts receivable and accounts payable and inventory reports.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty twenty (3020) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (c) as soon as available, but in any event within twenty (20) days after the end of Borrower's fiscal quarter, a company prepared consolidating balance sheet and income statement for Borrower and each Guarantor; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, to the extent applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (fg) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Within twenty (20) days after the last day of each month in which any Credit Extension is outstanding, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following (a) Deliver to AgentLenders: (ai) as soon as available, but in any event within no later than (i) forty-five (45) days after the last day of each January, and (ii) thirty (30) days after the end last day of each calendar monthmonth other than (x) January and (y) the last month of each fiscal quarter, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited sheet, income statement and cash flow statements statement covering the consolidated operations of Borrower and its Subsidiaries for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and month certified by a Responsible OfficerOfficer and in a form reasonably acceptable to Collateral Agent; (bii) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within no later than ninety (90) days after the end last day of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to AgentCollateral Agent in its reasonable discretion; provided that, prior to a Qualified Financing such financial statements may be delivered no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year; (diii) if applicableas soon as available after approval thereof by Borrower’s Board of Directors, but no later than ten (10) days after the last day of each of Borrower’s fiscal years, Borrower’s financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual projections shall be set forth in a month-by-month format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”); (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionor holders of Subordinated Debt; (ev) promptly upon receipt prompt notice of (A) any material change in the composition of the Intellectual Property, and (B) prompt notice thereof, a report of Borrower’s knowledge of any legal actions pending or threatened against Borrowers or any Subsidiary event that could result in damages or costs reasonably be expected to any Borrower or any Subsidiary materially and adversely affect the value of Fifty Thousand Dollars the Intellectual Property; ($50,000vi) or more; and (f) within as soon as available, but no later than thirty (30) days of after the last day of each fiscal quartermonth, a report signed copies of the month-end account statements for each deposit account or securities account maintained by BorrowersBorrower or any Subsidiary, in form acceptable which account statements may be provided to Agent, listing any applications Collateral Agent by Borrower or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and directly from the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, Bapplicable bank(s), and C of the Intellectual Property Security Agreement delivered to (vii) other financial information as reasonably requested by Collateral Agent by each Borrower in connection with this Agreementor any Lender.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to AgentLender: (a) as soon as available, but in any event within thirty (30) days (or with respect to any month that is the end of a quarter, fifty (50) days) after the end of each calendar monthmonth during the Term, an unaudited a balance sheet for the Company and unaudited income profit and cash flow statements for the Borrowers' loss statement prepared by Borrowers covering each Borrower's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent ; and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) 110 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end fiscal year of Borrowers' fiscal year, audited consolidated financial statements of Borrowers SGRP for each such period, audited by independent certified public accountants reasonably acceptable to Lender. Such financial statements shall include a balance sheet and profit and loss statement and statements of cash flows, if available, and the accountants' management letter, if any, shall be prepared in accordance with GAAP, consistently appliedand, together if prepared on a consolidated or combined basis, shall include consolidating/combining schedules, as applicable. In addition, Borrowers shall deliver any Loan Party's Form 10-Qs, 10-Ks or 8-Ks, if any, as soon as the same become available, and any other report reasonably requested by Lender relating to the Collateral and the financial condition of Loan Parties. Borrowers shall also deliver with an unqualified opinion on such its financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (d) if applicable, copies of all statements, reports and notices sent a certificate, substantially in the form of Exhibit 6.4, signed on behalf of each Borrower's by such Borrower's chief financial officer (or made available generally by Borrower similar officer) to its security holders and the effect that (a) all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereofreports, a report statements or computer prepared information of any legal actions pending kind or threatened against Borrowers nature delivered or any Subsidiary that could result in damages or costs caused to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; be delivered to Lender under this Section 6.4 fairly present each Borrower's financial condition and (fb) within thirty (30) days there exists on the date of delivery of such certificate to Lender no condition or event which constitutes an Event of Default, and, among other things, certifying as to such Borrower's compliance with Sections 7.8 and 7.10. Borrowers will also furnish to Lender, prior to January 31, 2020, Borrowers' fiscal year projections on a monthly basis of the last day of each balance sheet, profit and loss, cash flow and borrowing availability for the upcoming fiscal quarteryear (the Projections, a report signed by Borrowers, such Projections to be in form acceptable and detail satisfactory to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementLender).

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to Agentlo Bank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 150 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating (if applicable) financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented lo in writing by Bank on such financial statements of an independent certified public accounting firm fim1 reasonably acceptable to AgentBank; (diii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 15th of each year during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (fvii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viii) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen 180 days (15which shall be reduced to 90 days if Borrower becomes publicly-traded) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) annual budget (shown on a monthly basis) approved by Borrower’s Board of Directors as soon as available but not later than 60 days after the beginning of the applicable fiscal year; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time and (fviii) until Borrower completes an Initial Public Offering, within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of Borrower’s fiscal year (beginning with the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' 2015 fiscal year), audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; provided however, if Borrower’s board of directors does not require such financial statements to be audited for a certain year, such financial statements for that year may instead be Borrower prepared and no opinion will be required; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly in a reasonably prompt manner upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (fv) within in a reasonably prompt manner after receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than thirty (30) days after approval by Borrower’s board of directors, Borrower’s financial and business projections and budget for the last day immediately following year (on a monthly basis), with evidence of each fiscal quarterapproval thereof by Borrower’s Board of Directors; and (vii) such budgets, a report signed by Borrowerssales projections, in form acceptable operating plans or other financial information as Bank may reasonably request from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, an annual report and audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionCommission within five (5) days of filing (or 95 days of calendar quarter end for the from 10-K or 50 days of calendar quarter end for the form 10-Q); (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. If Advances under the Committed Revolving Line, including Letters of Credits and availability used under the Committed Revolving Line for FX Forward Contracts, exceed Three Million Dollars ($3,000,000), then within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and a report of deferred revenue. Borrower shall deliver to Bank with the 10-Q reports a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing; provided, however, that if Advances under the Committed Revolving Line, including Letters of Credit and availability used under the Committed Revolving Line for FX Forward Contracts, exceed Three Million Dollars ($3,000,000), then such audits may be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 25 days after the end of each calendar month, an unaudited company prepared consolidated and consolidating balance sheet for the Company sheets and unaudited income and cash flow statements for the Borrowers' covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 25 days after the end of each calendar monthfiscal quarter of Borrower, a report setting forth all transfer of funds company prepared consolidated balance sheet and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by any Borrower to any deposit or other account maintained by any Borrower outside of the United Statesa Responsible Officer; (ciii) as soon as available, but in any event within ninety (90) 90 days after the end of Borrowers' each fiscal year of Borrower, a company prepared draft of Borrower’s annual financial statements, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iv) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (evi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fviii) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the ’s Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementProperty.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Each Co-Borrower shall deliver the following to AgentLender: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a Co-Borrower prepared Consolidated balance sheet for the Company sheet, Consolidated income statement and unaudited income and Consolidated cash flow statements for the Borrowers' statement covering such Co-Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by such Co-Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”), as well as a completed Borrowing Base Certificate for the Revolving Loan, and a borrowing base certificate with respect to the Indebtedness permitted pursuant to clause (d) of the definition of Permitted Indebtedness; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' such Co-Borrower’s fiscal year, audited consolidated Consolidated financial statements of Borrowers such Co-Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to AgentLender; (c) as soon as available, but in any event within thirty (30) days after the earlier of (i) the end of such Co-Borrower’s fiscal year or (ii) the date of such Co-Borrower’s board of directors’ adoption, such Co-Borrower’s operating budget and plan for the next fiscal year; and (d) if applicablesuch other financial information as Lender may reasonably request from time to time. Additionally, each Co-Borrower shall provide Lender promptly as they are available and in any event: (i) at the time of filing of such Co-Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of such Co-Borrower, the financial statements of such Co-Borrower filed with such Form 10-K; and (ii) at the time of filing of such Co-Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of such Co-Borrower, the Consolidated financial statements of such Co-Borrower filed with such Form 10-Q. In addition, each Co-Borrower shall deliver to Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by such Co-Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eB) promptly immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrowers any Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving any Co-Borrower or any Subsidiary is commenced that could is reasonably expected to result in damages or costs to any Borrower Co-Borrower, or any Subsidiary all Co-Borrowers collectively, of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentLender: (a) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar monthquarter, an unaudited a company prepared consolidated balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Lender and certified by a Responsible OfficerOfficer (the “Quarterly Financial Statement”), together with details of Borrower’s Recurring Revenue reported for the most recent quarter-end, provided, however, to the extent any such financial statements are included in materials otherwise filed with the Securities and Exchange Commission (the “SEC”), such financial may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on Borrower’s behalf on an Internet or intranet website; (b) as soon as available, but in any event within fifteen one hundred twenty days (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentLender (the “Annual Financial Statement”), provided, however, to the extent any such financial statements are included in materials otherwise filed with the Securities and Exchange Commission (the “SEC”), such financial may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on Borrower’s behalf on an Internet or intranet website (c) as soon as available, but in any event within forty-five (45) days after the end of each calendar quarter, a company prepared report on key operating metrics tracked by Borrower covering Borrower’s consolidated operations during such period, including, without limitation, analysis of: (i) gross dollar retention, (ii) net dollar retention, (iii) logo retention and (iv) any other key performance indicators tracked by Borrower; (d) if applicablecopies of, copies of or internet links to, all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (f) within thirty sixty (3060) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Borrower’s Board of Directors, together with any related business forecasts used in the preparation of such annual financial projections; (g) within sixty (60) days prior to the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, Borrower’s anticipated Recurring Revenue budget, as approved by the Borrower’s Board of Directors, for the following fiscal year (the “Financial Projections), and (h) such budgets, sales projections, operating plans or other financial information as Lender may reasonably request from time to time. Within forty-five (45) days after the last day of each fiscal calendar quarter, commencing with the calendar quarter ended December 31, 2020, Borrower shall deliver to Lender a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and a computer file with information on all Recurring Revenue included in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual propertyBorrowing Base Certificate, including but not limited to, current detailed information on the identities of all Account Debtors, current balances owed, addresses and email contacts. Borrower shall deliver to any subsequent ownership right Lender with the Quarterly Financial Statements and the Annual Financial Statement, a Compliance Certificate signed by a Responsible Officer in substantially the form of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementExhibit D hereto.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall Borrower agrees to deliver the following to AgentFoothill: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth during each of Borrower's fiscal years, an unaudited a company prepared balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent ; and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' each of Borrower's fiscal years, financial statements of Borrower for each such fiscal year, audited consolidated financial statements of Borrowers reviewed by independent certified public accountants acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any event or condition constituting an unqualified opinion on such Event of Default, or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such reviewed financial statements of an shall include a balance sheet, profit and loss statement, and cash flow statement, and such accountants' letter to management. Borrower shall have issued written instructions to its independent certified public accounting firm reasonably acceptable accountants authorizing them to Agent; (d) if applicablecommunicate with Foothill and to release to Foothill whatever financial information concerning Borrower that Foothill may request. If Borrower is a parent company of one or more subsidiaries, or affiliates, or is a subsidiary or affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Foothill, at Borrower's expense, copies of all Borrower's financial statements, reports papers related thereto, and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report other accounting records of any legal actions pending or threatened against Borrowers or nature in their possession, and to disclose to Foothill any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers information they may have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any regarding Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, business affairs and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementfinancial conditions.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following Deliver to AgentFoothill: (a) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthmonth during each of Borrower's fiscal years, an unaudited a company prepared balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' covering Borrower's operations during such period, prepared in accordance provided, however, that with GAAPrespect to any such month that is the last month of any of Borrower's fiscal quarters, consistently appliedBorrower shall have until the date that is the earlier of (i) the date that is 5 Business Days after the date on which Borrower makes its quarterly earnings release with respect to such fiscal quarter, in a form acceptable or (ii) the date that is 45 days after the end of such month, to Agent deliver such balance sheet, income statement, and certified by a Responsible Officerstatement of cash flows to Foothill; and (b) as soon as available, but in any event within fifteen (15) 120 days after the end of each calendar monthof Borrower's fiscal years, a report setting forth all transfer financial statements of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' for each such fiscal year, audited consolidated financial statements of Borrowers by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver such other information relative to Borrower and any Subsidiaries or Affiliates thereof as Foothill reasonably may request and such financial statements of an independent certified public accounting firm reasonably acceptable on a consolidating basis so as to Agent; (d) if applicablepresent Borrower and, copies of all statementssolely to the extent available, reports and notices sent or made available generally by each such related entity, separately. Together with the above, Borrower also shall deliver to its security holders and all reports on Forms Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission; , if any, within 5 Business Days of the date that the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Foothill a certificate signed by a Certifying Officer to the effect that: (ei) promptly upon receipt all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of notice thereofunaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a report Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any legal actions pending non-compliance, describing such non-compliance as to which he or threatened against Borrowers she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrower that Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Foothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any Subsidiary that could result nature in damages or costs their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions. Each year, together with the financial statements provided pursuant to Section 6.3(b), Borrower or any shall deliver to Foothill a certificate signed by a Certifying Officer specifying, as to each Foreign Subsidiary of Fifty Thousand Dollars ($50,000) or more; Borrower, the amounts of assets and (f) within thirty (30) days liabilities and stockholder's equity of such Foreign Subsidiary as of the last day end of each fiscal quarterthe year then ended. Borrower hereby agrees that, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any PatentsForeign Subsidiary whose capitalization has materially improved (in Foothill's reasonable determination) and upon Foothill's reasonable request therefor, Copyrights or Trademarks Borrower shall execute and deliver to Foothill a supplement to the status Pledge Agreement pursuant to which Borrower shall pledge to Foothill all of any outstanding applications or registrationsBorrower's right, as well as title, and interest in and to such Foreign Subsidiary's equity securities (other than the Excluded Foreign Portion) and deliver to Foothill all Negotiable Collateral, if any, in respect of same, unless and to the extent that doing so would, in any material change in respect, violate applicable law or cause a breach or default under any Borrower's intellectual propertymaterial contract, including but not limited to any subsequent ownership right of Borrowers in agreement, or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementarrangement binding on such Subsidiary.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following Deliver to AgentFoothill: (a) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of Borrower's fiscal years, an unaudited a Borrower prepared balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' covering Borrower's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent ; and certified by a Responsible Officer; (b) (i) on or before August 1, 1998 for the period August 1, 1998 through September 30, 1998, and on or before each 15th day of September and each month thereafter, for each eight week period after September 30, 1998,a budget projection ("Budget") covering a period of eight (8) weeks ("8 Week Period") created by Borrower and reviewed and confirmed by Argus Management or the financial and management consultant engaged by Borrower who shall be acceptable to Foothill, showing by week during each week of the 8 Week Period, the projected weekly receipts and projected weekly expenditures as soon as available, but in any event within fifteen (15) days after of the end of each calendar monthsuch week for the 8 Week Period for which the report is prepared and showing for the cash flow statement only, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside the weekly cumulative total of the United Statesprior four (4) week projected weekly receipts and projected weekly expenditures; and (ii) for each week for the immediately preceding four (4) weeks period the actual receipts and actual disbursements as of the first day of each week during the immediately preceding four (4) week period; and (c) as soon as available, but in any event within ninety (90) 90 days after the end of Borrowers' each of Borrower's fiscal yearyears, Financial Statements of Borrower for each such fiscal year audited consolidated financial statements by independent certified public accountants reasonable acceptable to Foothill in the exercise of Borrowers Foothill's reasonable commercial judgement and certified without any qualification, by such accountants to have been prepared in accordance with GAAP, consistently appliedtogether with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default; and (d) on each Monday, a report created by Borrower and reviewed and confirmed by Argus Management or the financial and management consultant engaged by Borrower who shall be acceptable to Foothill, showing the actual receipts and expenditures, on a cumulative basis to the cumulative weekly projection of receipts and expenses referenced in (b) above for the immediately ended four (4) week period together with an unqualified opinion on such explanation of any variances between the actual and budgeted numbers. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of an independent certified public accounting firm reasonably acceptable cash flow and, if prepared, such accountants' letter to Agent; (d) if applicablemanagement. If Borrower is a parent company of one or more Subsidiaries, copies or Affiliates, or is a Subsidiary or Affiliate of all statementsanother company, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowersthen, in form acceptable addition to Agentthe financial statements referred to above, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, Beach such related entity separately, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementon a consolidated basis.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) with each Advance Request, and within 15 days of the last day of each month that Advances are outstanding, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, and an Inventory listing; (b) as soon as available, available but in any event within thirty (30) days after the end of the first two calendar months of each calendar monthquarter, an unaudited a company prepared consolidated balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAPGAAP (other than the lack of footnotes and the fact that such company prepared financial statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (bc) as soon as available, available but in any event within fifteen forty five (1545) days after the end of the third calendar month of each calendar monthquarter, a report setting forth all transfer company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the lack of funds footnotes and the fact that such company prepared financial statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Bank and certified by any Borrower to any deposit or other account maintained a Responsible Officer, together with a Compliance Certificate signed by any Borrower outside a Responsible Officer in substantially the form of the United StatesExhibit D hereto; (cd) as soon as available, but in any event within ninety five (9095) days after the end of Borrowers' Borrower’s fiscal yearyear (beginning with fiscal year ended December 31, 2012), audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of the Borrower's current certified public accounting firm or of an independent certified public accounting firm reasonably acceptable to AgentBank; (d) if applicableas soon as available, but in any event no later than fifteen (15) days prior to the beginning of Borrower’s next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank; (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, provided, that a statement, report or notice filed by the Borrower with the U.S. Securities and Exchange Commission XXXXX filing system will be deemed to have been delivered to the Bank for the purposes of this Agreement; (ef) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (fg) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed by Borrowerssales projections, in form acceptable operating plans or other financial information as Bank may reasonably request from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following Deliver to AgentBank: (a) as soon as available, but in any event within thirty (30) 50 days after the end of each calendar monthfiscal quarter, an unaudited except the last quarter, a company prepared consolidated balance sheet sheet, income statement and statement of cash flows for the Company Multimedia Games, Inc. and unaudited income and cash flow statements all of its Subsidiaries, including without limitation Borrower, for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) 95 days after the end of each calendar monththe fiscal year of Multimedia Games, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal yearInc., audited consolidated financial statements of Borrowers Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower, prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank (BDO Xxxxxxx, LLP being confirmed as currently reasonably acceptable to Bank); (dc) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, to its their respective security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Multimedia Games, Inc. or any Subsidiary of its Subsidiaries, including without limitation Borrower, that could result in damages or costs to any Borrower Multimedia Games, Inc. or any Subsidiary of Fifty Thousand Dollars (its Subsidiaries, including without limitation Borrower, of $50,000) 100,000 or more; and (e) such budgets, sales projections, operating plans or other financial information generally prepared by Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, in the ordinary course of business as Bank may reasonably request from time to time; (f) within thirty (30) 30 days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower or any Guarantor has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of each of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement; and (g) as soon as available, but in any event no later than September 15th of each fiscal year, a company prepared pro-forma consolidated balance sheet and income statement for the next succeeding fiscal year for Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower, containing good faith financial projections for the next succeeding fiscal year, prepared in accordance with GAAP, consistently applied, to the extent applicable, and otherwise in a form reasonably acceptable to Bank and certified by a Responsible Officer.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited sheet, income statement, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, subject to year-end adjustments and the absence of footnotes, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen thirty (1530) days after the end of each calendar monthfiscal quarter, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as availablecompany prepared consolidating balance sheet, but in any event within ninety (90) days after the end of Borrowers' fiscal yearincome statement, audited and cash flow statement covering Borrower’s consolidated financial statements of Borrowers operations during such period, prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements subject to year-end adjustments and the absence of an independent certified public accounting firm reasonably footnotes, in a form acceptable to AgentBank and certified by a Responsible Officer; (dc) if applicablewithin ten (10) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, all reports on Forms 8-K, 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (fe) an operating budget for the following fiscal year within thirty (30) days prior to the end of Borrower’s fiscal year; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Prior to an Advance request and within thirty (30) days after the last day of each fiscal quartermonth when any Advances are outstanding, Borrower shall deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementExhibit D hereto.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentLender: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited (i) a Borrower prepared Consolidated balance sheet for the Company sheet, Consolidated income statement and unaudited income and Consolidated cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) ”) and (ii) Borrower’s then current capitalization table, showing all issued and outstanding Equity Securities of the Borrower; (b) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar monthBorrower’s fiscal year, audited Consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of a report setting forth all transfer of funds by any Borrower to any deposit nationally recognized or other account maintained by any Borrower outside of the United Statesindependent public accounting firm reasonably acceptable to Lender; and (c) as soon as available, but in any event within ninety thirty (9030) days after the earlier of (i) the end of Borrowers' Borrower’s fiscal year or (ii) the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, audited consolidated promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrowers prepared in accordance Borrower filed with GAAPsuch Form 10-K; and (ii) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, consistently applied, together with an unqualified opinion on such the Consolidated financial statements of an independent certified public accounting firm reasonably acceptable Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Agent; Lender (dA) if applicablepromptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eB) promptly immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrowers Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that could is reasonably expected to result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen (15) 95 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionor to any holders of Subordinated Debt; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm and delivered to Borrower’s Board of Directors regarding Borrower’s management control systems; (vi) within 30 days after the end of Borrower’s fiscal year, an annual financial forecast, which shall include quarterly balance sheets and income statements, (in form and substance acceptable to Bank) for the immediately subsequent fiscal year; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed sales projections, operating plans or other financial information generally prepared by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementthe ordinary course of business as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to Agent: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion the report on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms Form 10-K and 10-Q filed or required to be filed with the Securities and Exchange Commission; (ec) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (d) promptly upon their becoming available (and in any event within five (5) Business Days thereafter), copies of (i) all financial statements, reports, notices, proxy statements and other information that Borrower sends or generally makes available to any class of its security holders or that any Subsidiary sends or generally makes available to any class of its security holders, (ii) all regular and periodic reports and all registration statements, forms and prospectuses that Borrower or any Subsidiary files with any securities exchange or with the Securities and Exchange Commission, to the extent that such documents are not already required to be delivered under clauses (a) and (b) of this Section 6.3, and (iii) all press releases and other statements that Borrower or any Subsidiary makes generally available to the public concerning material developments in the business of Borrower or any Subsidiary; (e) within fifteen (15) days after the end of each calendar month after the Closing Date during which the Borrowing Base formula is in effect, (i) a detailed aged trial balance of the Accounts, in form and substance satisfactory to Bank, in its sole discretion, including, without limitation, the names and addresses of all Account Debtors, (ii) a detailed accounts payable aging, in form and substance satisfactory to Bank, in its sole discretion, (iii) an inventory report, in form and substance satisfactory to Bank, in its sole discretion, and (iv) a backlog report, in form and substance satisfactory to Bank, in its sole discretion; and (f) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Bank shall have a right from time to time hereafter to conduct a field exam and to audit Accounts and Inventory at Borrower's expense, provided that such audits will be conducted no more often than once every six (306) days months, unless an Event of the last day of each fiscal quarter, a report signed by BorrowersDefault has occurred and is continuing, in form acceptable to Agentwhich case Bank may conduct such audits, listing any applications at Borrower's expense, as frequently as Bank deems appropriate. Bank may destroy or registrations that Borrowers have made or filed in respect otherwise dispose of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement documents delivered to Agent by each Borrower in connection with this AgreementBank six (6) months after Bank's receipt thereof.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company sheet, income statement and unaudited income and statement of cash flow statements for the Borrowers' flow, covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (cii) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) on such financial statements of an a PCAOB-registered independent certified public accounting firm reasonably acceptable to AgentBank (Bank acknowledges that X.X. Xxxx LLP is acceptable); (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 8-K. 10-K and 10-Q as and when filed with the Securities and Exchange Commission, provided that prompt notice from Borrower to Bank of the filing of such statements, reports, notices and forms on XXXXX shall be considered sufficient delivery of such statements, reports, notices and forms pursuant to the requirements of this Section 6.2; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000.00) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget, presented in a month-by-month format, for such year, with written certification signed by a Responsible Officer of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fviii) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered previously identified to Agent by each Borrower in connection with this AgreementBank.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income statement covering Borrower’s and cash flow statements for the Borrowers' each Subsidiaries’ operations during such period, prepared in accordance with GAAP (except for (a) the omission of footnotes, (b) accounting adjustments relating to stock compensation, equity, partnership and collaboration agreements, (c) normal year-end adjustments, and (d) adjustments required or permitted to conform to GAAP), consistently applied, and in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; provided, that after a Qualified Public Offering, the foregoing interim financial statements shall be delivered no later than thirty (b30) days after the filing with the SEC for each fiscal quarter then ended; (ii) as soon as available, but in any event within fifteen one hundred eighty (15180) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, commencing with the fiscal year ending December 31, 2014, audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (except for going concern comments or qualifications based upon the history of accumulated losses and related impact upon the amount of cash shown in the financial statements of Borrower or the need to raise additional capital) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than March 1 of each calendar year, Borrower’s financial and business projections and budget for the then current or immediately following year, as applicable, with evidence of approval thereof by Borrower’s Board of Directors; and (fvii) within thirty (30) days of the last day of each fiscal quartersuch budgets, a report signed by Borrowerssales projections, in form acceptable operating plans or other financial information as Bank may reasonably request from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementtime.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income sheet, income, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicable, copies (which may be in electronic form) of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt after any officer of notice any Credit Party obtains knowledge thereof, a report of any legal actions pending or threatened in writing against Borrowers Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars to the extent the amount in controversy exceeds $100,000 individually or $150,000 in the aggregate; ($50,000e) or more; and (f) as soon as available, but in any event within thirty (30) days after the end of Borrower’s fiscal year, an operating budget in a form reasonably acceptable to Bank and approved by Borrower’s board of directors; (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (g) within ten (10) Business Days after the last day reasonable request of each fiscal quarterBank, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding active or pending material United States Patent, Copyright or Trademark applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral (other than Foreign applications and registrations), including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Within ten (10) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer of Borrower in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable of Borrower. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer of Borrower in substantially the form of Exhibit D hereto.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited (a) a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer, (b) a compliance certificate certified by a Responsible Officer, and (c) agings of accounts receivable and accounts payable; (bii) as soon as available, but in any event within fifteen (15) 150 days after the end of each calendar monthBorrower’s fiscal year (and November 15, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year2006 for 2005 financials), audited consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an opinion, which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an statements, from Ernst & Young or another independent certified public accounting firm reasonably acceptable to Agentof national standing; (diii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-—Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 500,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) concurrently with distribution to Borrower’s preferred shareholders, annual financial projections approved by Borrower’s board of directors; and (fvii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. In addition, as soon as possible and in any event within thirty (30) 3 calendar days after becoming aware of the last day occurrence or existence of each fiscal quarteran Event of Default hereunder, a report signed by Borrowerswritten statement of a Responsible Officer setting forth details of the Event of Default, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status action which Borrower has taken or proposes to take with respect thereto. Bank shall have a right from time to time hereafter to appraise the Equipment at Borrower’s expense, not to exceed $11,000, provided that such appraisals will conducted no more often than every 12 months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any outstanding applications certificates, reports or registrations, as well as any material change in any Borrower's intellectual property, including but not limited information required pursuant to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, Bthis Section 6.2, and C Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the Intellectual Property Security Agreement delivered to Agent by unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each Borrower in connection with this Agreementbearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Each Borrower shall deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income sheet, income, and cash flow statements for the Borrowers' statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower’s fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (c) within sixty (60) days after the last day of each fiscal year, a financial forecast for the current fiscal year in form and substance satisfactory to Bank; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 100,000 or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's ’s intellectual property, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing and the fees for such audits shall be reasonable and customary for a transaction of this type.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within fifteen five (155) days after the end of each calendar monthfiling, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (eiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time, including Borrower’s annual projections within thirty (30) days prior to Borrower’s fiscal year end; and (fvii) within thirty (30) days of the last day of each fiscal quarter, a report signed by BorrowersBorrower, in form reasonably acceptable to AgentBank, listing any applications or registrations that Borrowers have Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrowers Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the any Intellectual Property Security Agreement delivered to Agent Bank by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to AgentBank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated and consolidating balance sheet for the Company sheet, income statement, and unaudited income and statement of cash flow statements for the Borrowers' flows covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event (A) within fifteen 270 days after the end of Borrower’s fiscal year with respect to Borrower’s 2012 fiscal year and (15B) within 180 days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' subsequent fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (diii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 15 days after the beginning of each fiscal year of Borrower during the term of this agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ev) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank Otonomy, Inc. LSA Execution Version 8 may reasonably request from time to time, and (fviii) within thirty (30) 30 days of after the last day of each fiscal quartermonth, a report signed by Borrowerswritten update (which shall include updates provided to Borrower’s board of directors), in form acceptable and substance satisfactory to AgentBank, listing any applications or registrations that Borrowers have made or filed in of Borrower’s progress with respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementits clinical trials.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following (a) Deliver to AgentBank: (ai) as soon as available, but no later than five (5) days after filing with the Securities and Exchange Commission, Borrower’s Annual Report on Form 10-K (and in any no event later than 90 days after Borrower’s fiscal year end), and Quarterly Report on Form 10-Q (and in no event later than 50 days after Borrower’s fiscal quarter end (except for Borrower’s fourth fiscal quarter for which no 10-Q shall be due)); (ii) a Compliance Certificate together with delivery of the 10-K and 10-Q reports; (iii) within thirty (30) 45 days after the end of each calendar month, an unaudited balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen (15) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (iv) a prompt report of any legal actions pending or to Borrower’s knowledge threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $750,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requests. Notwithstanding the requirements in (i) and (v) above, Borrower shall provide to Bank (unless such information has been already provided in the 10-K and 10-Q above, as applicable) (1) Borrower’s audited consolidated financial statements of Borrowers for each fiscal year prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent from a nationally-recognized, independent, certified public accounting firm reasonably acceptable to Agent; as soon as such financial statements are available, but not later than 90 days after Borrower’s fiscal year end, and (d2) if applicablecompany prepared consolidated quarterly balance sheets, copies cash flow and income statements covering Borrower’s consolidated operations for each fiscal quarter, not later than fifty (50) days after the end of all statements, reports and notices sent or made available generally by Borrower to its security holders and all reports on Forms each such fiscal quarter. Borrower’s 10-K and 10-Q filed with reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the Securities and Exchange Commissiondate on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; (e) promptly upon receipt of notice thereofprovided, a report of any legal actions pending or threatened against Borrowers or any Subsidiary that could result in damages or costs Borrower shall provide paper copies to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (f) within thirty (30) days Bank of the last day of each fiscal quarter, a report signed Compliance Certificates required by Borrowers, in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this AgreementSection 6.2(a)(ii).

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall deliver the following to Agent------------------------------------------- Bank: (a) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officeran officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within fifteen (15) 90 days after the end of each calendar monthBorrower's fiscal year (or by May 30, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside 1998, in the case of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' 1997 fiscal year), audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified (except as to any going concern qualification) opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Agentof recognized national standing; (dc) if applicablewithin 5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) 50,000 or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark material to Borrower's or any Subsidiary's business and not specified in any intellectual property security agreement between Borrower and Bank or any event that could reasonably be expected to materially adversely affects the value of any material part of the Intellectual Property Collateral; and (f) within thirty (30) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within 30 days of after the last day of each fiscal quartermonth, Borrower shall deliver to Bank with the monthly financial statements a report Compliance Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit C hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. to Borrower's business, (ii) use commercially reasonable efforts to detect infringements of such Trademarks, Patents. Copyrights and Mask Works and promptly advise Bank in form acceptable writing of material infringements detected which could reasonably be expected to Agenthave a Material Adverse Effect and (iii) not allow any such Trademarks, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights Copyrights, or Trademarks and Mask Works to be abandoned, forfeited or dedicated to the status public without the written consent of any outstanding applications or registrationsBank, as well as any material change in any Borrower's intellectual propertywhich shall not be unreasonably withheld, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementunless Bank determines that reasonable business practices suggest that abandonment is appropriate.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers Borrower shall ------------------------------------------- deliver the following to AgentBank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, an unaudited a company prepared consolidated balance sheet for the Company and unaudited income and cash flow statements for the Borrowers' statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer; (b) as soon as available, but in any event within fifteen one hundred twenty (15120) days after the end of each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' Borrower's fiscal year, audited consolidated financial statements of Borrowers Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to AgentBank; (dc) if applicablewithin five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (ed) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrowers Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially affects the value of the Intellectual Property Collateral; and (f) within thirty such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (3020) days of after the last day of each fiscal quartermonth in which an Advance is outstanding, Borrower shall deliver to Bank a report Borrowing Base Certificate signed by Borrowersa Responsible Officer in substantially the form of Exhibit ------- C hereto, together with aged listings of accounts receivable and accounts - payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form acceptable of Exhibit D hereto. --------- Bank shall have a right from time to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in any time hereafter to audit Borrower's intellectual propertyAccounts at Borrower's expense, including but not limited to any subsequent ownership right provided that such audits will be conducted no more often than every six (6) months unless an Event of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, Default has occurred and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreementis continuing.