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

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than in any event within (x) thirty (30) days after the last day end of each calendar month, and (y) forty-five (45) days after the end of each calendar quarter, a company prepared consolidated (and, if and consolidating when Borrower creates or acquires any Subsidiaries, consolidating) balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal year, audited consolidated (and, if and when Borrower creates or acquires any Subsidiaries, consolidating) financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that or qualified only based upon a lack of twelve (12) months’ cash) or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an of PriceWaterhouse Coopers or such other independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more; (v) promptly upon receipt in final form, 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 (ixvii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a company month-by-month Recurring Revenue report, and B1C and B1B churn graphs, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C-1 hereto, if such certificate is requested by Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared consolidated and consolidating balance sheet and income statement sheet, income, and cash flow statement covering Borrower’s and each of its Subsidiaries for consolidated operations during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Collateral AgentBank along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D-1 hereto; (iic) as soon as available, but no later than one in any event within two hundred eighty ten (180210) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiid) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vie) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more, or any commercial tort claim acquired by Borrower; (f) as soon as available, but in any event no later than ten (10) 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) approved by Borrower’s Board of Directors for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank, and (ixg) such budgets, sales projections, operating plans and plans, other financial information as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for 's consolidated operations during such month certified by a Responsible Officer and period, in a form and certified by an officer of Borrower reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (ivc) within five (5) days of deliveryfiling, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vid) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars (A$500,000) any material change in the composition of the Intellectual Property of Borrower or more; and (Be) notice such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty (20) days after the last day of the registration each month, Borrower shall deliver to Bank aged listings of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, accounts receivable and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than accounts payable. Within thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided Borrower shall deliver to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 Bank with the SEC) may be delivered electronically and if so delivered, monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall be deemed have a right from time to have been delivered on the date on which Borrower provides a link thereto time hereafter to the Lenders, on Borrower’s website on the internet audit Borrowers Accounts at Borrower’s website address'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. (a) Deliver to Collateral AgentAgent and the Lenders: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet financial statements covering the consolidated operations of Borrower and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified by a Responsible Officer period in the form provided to the Major Investors of Borrower (which, for the avoidance of doubt, shall include consolidated and in a form acceptable to Collateral Agentconsolidating balance sheets, income statements and statements of cash flow) and an accounts receivable aging and account payable aging; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretionof national standing selected by Borrower; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty the earlier of (60A) January 31 of each calendar year or (B) seven (7) days after the last day of each of Borrower’s fiscal yearssuch approval, Borrower’s annual budget and 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 the form provided to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions Major Investors of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); Borrower (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; and (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-8 K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of One Two Hundred and Fifty Thousand Dollars ($150,000250,000) or moremore or could result in a Material Adverse Change; and (ixvii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. Borrower shall deliver to Administrative Agent (for delivery to the Lenders) the following: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each monthfiscal quarter, a company prepared Borrower’s consolidated and consolidating balance sheet financial statements, prepared in accordance with GAAP, consistently applied (provided that such documents will be deemed to be delivered on the date that the SEC makes such documents publicly available and income statement and cash flow statement covering Borrower’s and each Borrower advises Administrative Agent of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral Agentthe same); (iib) as soon as available, but no later than one hundred eighty (180) in any event within 45 days after the last day end of each fiscal quarter, a Compliance Certificate signed by a Responsible Officer; (c) as soon as available, but in any event within 120 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an of PricewaterhouseCoopers LLP, or another independent certified public accounting firm acceptable of nationally recognized standing (provided that such documents will be deemed to Collateral be delivered on the date that the SEC makes such documents publicly available and Borrower advises Administrative Agent in its reasonable discretionof the same); (iiid) as soon as available after approval thereof by Borrower’s Board within 45 days of Directors, but no later than sixty (60) days after the last day of each of Borrower’s fiscal yearsyear, Borrower’s financial board-approved projections for the entire current fiscal upcoming year as approved on a consolidated and consolidating basis, broken down 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)quarter; (ive) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, copies of (or a link to such documents on Borrower’s or another website on the Internet) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website (“SEC”), provided that such documents will be deemed to be delivered on the internetdate that the SEC makes such documents publicly available and Borrower advises Administrative Agent of the same; (vif) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender promptly upon receipt by Borrower or directly from the applicable institution(s); (viii) of written notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Five Hundred Fifty Thousand Dollars ($150,000500,000) or more; , and (ixg) budgets, sales projections, operating plans and such other financial information as Administrative Agent or a Lender may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and and, for each calendar month that is the last month of a fiscal quarter, cash flow statement, covering Borrower’s consolidated operations during such period (except that the cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified by a Responsible Officer and shall cover the entire applicable fiscal quarter), prepared in accordance with GAAP, consistently applied, in a form acceptable to Collateral AgentBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a)if applicable, within five (5) days of filingsuch filings, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more; (e) as 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 quarterly format (provided, however, the projected revenues must be set forth for each month of such fiscal year), approved by Borrower’s board of directors, and in form and substance reasonably acceptable to Bank; and (ixf) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agentrequest from time to time. Notwithstanding the foregoing, documents required Borrower shall deliver to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed Bank with the SEC) may be delivered electronically and if so delivered, monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall be deemed have a right from time to have been delivered on the date on which Borrower provides a link thereto time hereafter to the Lenders, on audit Borrower’s website on the internet Accounts and appraise Collateral at Borrower’s website addressexpense, 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. (a) Deliver to Collateral AgentBank: (i) prior to completion of the IPO, as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month 's consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; provided however, Borrower shall not have to deliver copies of the foregoing financial statements if they are otherwise publicly available through the Securities and Exchange Commission's XXXXX system; (ii) after completion of the IPO, as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank; provided however, Borrower shall not have to deliver copies of the foregoing financial statements if they are otherwise publicly available through the Securities and Exchange Commission's XXXXX system; (iii) except as otherwise provided below, as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent a nationally-recognized, independent, certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)firm; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Million Dollars ($150,0001,000,000) or more; and (ixvi) budgets, sales projections, operating plans and or other financial information reasonably requested by Collateral AgentBank. Notwithstanding In addition to the foregoing, documents required Bank shall have the right to be delivered pursuant subscribe to an email notification service selected by Bank for the terms hereof (to the extent any such documents are included in materials otherwise purpose of receiving email notifications of all reports on Forms 8-K, 10-K and 10-Q filed by Borrower with the SEC) may be delivered electronically Securities and if so delivered, Exchange Commission. Borrower shall be deemed obligated to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on reimburse Bank for all costs and expenses incurred by Bank in connection with such email notification service immediately upon Borrower’s website on the internet at Borrower’s website address's receipt of an invoice therefor from Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agenteach Lender: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrower’s the consolidated operations of Borrower and each of its Subsidiaries Subsidiaries, for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal yearyear or within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty thirty (6030) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval; and, unless Collateral Agent notifies Borrower to the contrary in writing within thirty (30) days after receipt thereof, the term “Annual Projections” shall include such revisions); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vi) prompt notice in connection with the delivery of each Compliance Certificate of (A) any material change in the composition of the Intellectual Property of Borrower and Property, (B) notice of the registration of any copyright, patent or trademark, including any subsequent ownership right of Borrower or any of its Subsidiaries in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, Borrower or any of Borrower’s its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); and (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information as reasonably requested by Collateral AgentAgent or any Lender. 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 to the Lendersthereto, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated and consolidating (if prepared) balance sheet and income statement profits and cash flow loss statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty fifty (180150) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating (if prepared) financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that including no going-concern comment or qualification) or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent Bank; provided, however, notwithstanding the foregoing, such financial statements may include a going-concern comment or qualification with respect to Borrower’s liquidity for (x) Borrower’s 2018 and 2019 fiscal years, and (y) if otherwise permitted by Bank via an email confirmation in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; Debt (vexcluding 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) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Five Hundred Fifty Thousand Dollars ($150,000500,000.00) or more; (v) as soon as available, but in any event within thirty (30) days after the end of each calendar month, copies of Borrower’s bank statements; (vi) as soon as available, but in any event not later than the earlier of (y) thirty (30) days after the end of each fiscal year and (ixz) seven (7) days after being approved by Borrower’s board of directors, Borrower’s financial and business projections and budget for the then current year, which have been approved by Borrower’s board of directors and deemed acceptable to Bank; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared unaudited consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such or, with respect to the fiscal year ended December 31, 2009, an opinion may contain a “qualified only for going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty thirty (6030) days after the last day of each of Borrower’s fiscal yearsyear, 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,00050,000) or moremore or could result in a Material Adverse Change; and (ixvi) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. Borrowers shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and in accounts payable by invoice date and a form acceptable to Collateral Agentdeferred revenue report; (iib) as soon as available, but no later than in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to 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; (c) as soon as available, but in any event within one hundred eighty (180) days after the last day end of Borrower’s Borrowers’ fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiid) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but in any event no later than sixty the earlier to occur of thirty (6030) days after following the last day beginning of each fiscal year or the date of Borrower’s fiscal yearsapproval by such Borrowers’ board of directors, Borrower’s an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for the entire current such fiscal year as year, presented in a monthly format, approved by Borrower’s Board Borrowers’ board of Directorsdirectors, which such annual projections shall be set forth and in a month-by-month format form reasonably acceptable to Bank (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the each, a “Annual ProjectionsFinancial Plan”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (ive) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vif) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against a Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000) or more; and (ixg) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a Compliance Certificate signed by a Responsible Office in the Form of EXHIBIT C, together with a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty and twenty (180120) days after the last day of Borrower’s 's fiscal year, a Compliance Certificate signed by a Responsible Office in the form of EXHIBIT C, together with audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by in the event that the Borrower’s Board of Directors's stock becomes publicly held, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000.00) or more; and (ixv) annually, but not later than fifteen (15) days after Board Approval, budgets, sales projectionsprojections and operating plans, operating plans and (vi) other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty practicable (30and in any event within 30 days) days after the last day end of each monthof the first two months of each quarter, unaudited interim and year-to-date financial statements as of the end of such month (prepared on a company prepared consolidated and consolidating basis, if applicable), including balance sheet and related statements of income statement and cash flow statement covering flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer, Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year end or quarter end adjustments, and each of its Subsidiaries for such month certified by a Responsible Officer (C) they do not contain certain non-cash items that are customarily included in quarterly and in a form acceptable to Collateral Agentannual financial statements; (ii) as soon as practicable (and in any event within 45 days) after the end of each calendar quarter, unaudited interim and year-to-date financial statements as of the end of such quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer, Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year end adjustments, and (C) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements; (iii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iiiiv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty thirty (6030) days after the last day of each of Borrower’s fiscal yearsyear, 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,00050,000) or moremore or could result in a Material Adverse Change; and (ixvii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty twenty-five (3025) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty and fifty (180150) days after the last day of Borrower’s 's fiscal yearyear (except for Borrower's fiscal years ending December 31, 2001 and December 31, 2002, which audited consolidated financial statements shall be due July 31, 2003), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by in the event that the Borrower’s Board of Directors's stock becomes publicly held, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-10- Q and 8-K filed with the Securities and Exchange Commission Commission; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000.00) or more; (v) as soon as available, but not later than forty-five (45) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a link thereto on Borrower’s or another website on the internetmonthly and quarterly basis); (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark, Trademark not shown in any intellectual property security agreement between Borrower and (C) prompt notice of Borrower’s Bank or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement and of cash flow statement flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than in any event: (i) on or prior to November 15, 2015 with respect to the fiscal year of Borrower ended December 31, 2014 and (ii) within one hundred eighty (180) days after the last day end of Borrower’s each fiscal yearyear of Borrower thereafter, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that 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 opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiic) an annual budget approved by Borrower’s board of directors as soon as available after approval thereof by Borrower’s Board of Directors, but no not later than sixty (60) days after the last day January 15th of each year during the term 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)this Agreement; (ivd) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vie) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 250,000 or more; (f) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (ixg) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a company month-by-month Recurring Revenue report, and B1C and B1B churn graphs, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C-1 hereto, if such certificate is requested by Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared consolidated and consolidating balance sheet and income statement sheet, income, and cash flow statement covering Borrower’s and each of its Subsidiaries for consolidated operations during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Collateral AgentBank along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D-2 hereto; (iic) as soon as available, but no later than in any event within one hundred eighty fifty (180150) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiid) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vie) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more, or any commercial tort claim acquired by Borrower; (f) as soon as available, but in any event no later than ten (10) 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) approved by Borrower’s Board of Directors for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank, and (ixg) such budgets, sales projections, operating plans and plans, other financial information as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than 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; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer and in a substantially the form acceptable to Collateral Agentof Exhibit D hereto; (iic) (i) as soon as available, but in any event no later than one hundred eighty (180) 270 days after the last day end of Borrower’s fiscal yearyear 2013, audited consolidated financial statements prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; and (iiiii) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty in any event within one hundred eighty (60180) days after the last day of each end of Borrower’s fiscal yearsyears 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as 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 the entire current such fiscal year as year, presented in a monthly format, approved by Borrower’s Board board of Directorsdirectors, which such annual projections shall be set forth and in a month-by-month format form and substance reasonably acceptable to Bank (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the each, a “Annual ProjectionsFinancial Plan”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (ive) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vif) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000200,000) or more; and (ixg) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a company deferred revenue listing; (b) as soon as available, but in any event within forty-five (45) days after the end of each month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each quarter, a Borrower prepared consolidated and consolidating balance sheet and income statement sheet, income, and cash flow statement covering Borrower’s and each of its Subsidiaries for consolidated operations during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Collateral AgentBank; provided, however, that the filing of such financial statements with the Securities and Exchange Commission through EXXXX will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (iid) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; provided, however that the filing of such financial statements and opinion of an independent certified public accounting firm with the Securities and Exchange Commission through EXXXX will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (iiie) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions unless complete copies of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfollowing are not available on EXXXX, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (vf) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act promptly upon receipt of 1934notice thereof, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; (g) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrower or any Subsidiary maintained outside of Bank; and (ixh) such budgets, sales projections, operating plans and plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably requested request from time to time. For the avoidance of doubt, all information disclosed by Collateral Agent. Notwithstanding the foregoingBorrower, documents required or any of its Subsidiaries, to be delivered Bank 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 deliveredthis Section 6.3, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresskept confidential by Bank in accordance with Section 12.9.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthmonth (forty (40) days for the months ending July 31, 2006, August 31, 2006, September 30, 2006 and October 31, 2006), a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent Bank in its reasonable discretiondiscretion (provided that the documents required by this subsection to be delivered to Bank for Borrower’s fiscal year ended March 31, 2006 shall be delivered on or prior to October 31, 2006); (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (viv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000100,000.00) or more; (vi) annually, and as may otherwise be reasonably requested by Bank, Board-approved financial projections no later than sixty (60) days after Borrower’s fiscal year end (and any amendments thereto approved by Borrower’s Board); and (ixvii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, cash flow statement and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than one hundred eighty (180) in any event within 180 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent Bank which is either unqualified or qualified only for going concern, so long as in its reasonable discretionthe 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; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections budget approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no as soon as available but not later than seven (7) 30 days after such approval)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; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 250,000 or more; and (ixvi) 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 and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral Agent: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for operations during such month period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer and in a form acceptable to Collateral AgentOfficer”); (iib) as soon as available, but no later than in any event within one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an of a nationally recognized or other independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionLenders; provided that, such audited financial statements for the fiscal years ending 2012 and 2013 shall not be required until December 31, 2014; and (iiic) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty in any event within thirty (6030) days after the last day first to occur of (1) the end of borrower’s fiscal year or (2) 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 any Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) 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 Borrower filed with such Form 10-K; and (y) at tl1e 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’s fiscal years, Borrower’s the financial projections for the entire current fiscal year as approved by Borrower’s Board statements of DirectorsBorrower filed with such Form 10-Q. In addition, which such annual projections Borrower shall be set forth in a month-by-month format deliver to Lenders (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7i) days after such approval); (iv) within five (5) days of deliverypromptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debtholders; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (Bii) immediately upon receipt of notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any material legal actions pending or threatened against Borrower or the commencement of any of its Subsidiaries action, proceeding or governmental investigation involving Borrower is commenced that could is reasonably expected to result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address).

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) 45 days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and together with a statement of cash flow statement covering Borrower’s consolidated operations during the period, in a form and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty (180) 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission Commission; (iv) a prompt report of any legal actions pending or a link thereto on threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (v) as soon as available but not later than 30 days prior to the end of Borrower’s or another website on fiscal year, Borrower’s quarterly financial projections for the internetupcoming fiscal year as presented to Borrower’s Board of Directors; (vi) budgets, sales projections, operating plans or other financial information Bank reasonably requests; and (vii) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark, Trademark not shown in any intellectual property security agreement between Borrower and (C) prompt notice of Borrower’s Bank or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. Borrowers shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, a company prepared consolidated with aged listings of accounts receivable and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries accounts payable by invoice date, along with due date aging for such month certified by a Responsible Officer and in a form acceptable to Collateral Agentexport related accounts receivable; (iib) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than within thirty (30) days after the last day of each month, an EXIM Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto and a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each calendar quarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to 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; (d) as soon as available, but in any event within one hundred eighty (180) days after the end of each Borrower’s fiscal year, audited consolidated financial statements of each 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 Bank; (e) as soon as available, but in any event within five (5) days of filing, Borrowers’ tax returns with schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank; (f) as soon as available, but in any event no later than (1) the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of review by such Borrower’s board of directors/managers, 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, reviewed by such Borrower’s board of directors/managers, and in form and substance acceptable to Bank (each, a “Financial Plan”); (g) copies of all statements, reports and notices sent or made available generally by a Borrower to its members or stockholders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-Q and 10-K filed with the month-end account statements for each deposit account or securities account maintained by Borrower, or any Securities and Exchange Commission (acknowledging that Bank’s timely receipt of Borrower’s SubsidiariesForm 10-Q and Form 10-K shall satisfy Borrower’s obligation to deliver financial statements under Section 6.3(c) and Section 6.3(d), which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(srespectively); (viiih) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to a Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Twenty Five Thousand Dollars ($150,000125,000) or more; (i) upon Bank’s request (but no more frequently than quarterly), a report of Borrowers’ adjusted EBITDA; (j) copies of any financial statements or other reporting with respect to the JV Entity when such is available; and (ixk) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than one hundred eighty (180) in any event within 180 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank which is either unqualified or qualified for going concern due to Borrower’s projected need for additional financing; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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 an 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”; provided that, any revisions of the Annual Projections budget approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no as soon as available but not later than seven (7) 45 days after such approval)the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 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 (ixvii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver The Company will deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company Company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering BorrowerCompany’s and each of its Subsidiaries for such month certified by a Responsible Officer and consolidated operations during the period, in a form acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day end of BorrowerCompany’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty within ten (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (510) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000.00) or more; (v) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightProperty, including any subsequent ownership right of any Borrower in or to any copyrightCopyright, patent Patent or trademark, Trademark not shown in any intellectual property security agreement between any Borrower and (C) prompt notice of Borrower’s Bank or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (viivi) as soon as availablepreviously prepared budgets, but no later than sales projections operating plans, and other financial information Bank reasonably requests from time to time. Within thirty (30) days after the last day of each month, copies the Company will deliver to Bank a consolidated Borrowing Base Certificate signed by a Responsible Officer in the form of the month-end account statements EXHIBIT C, and an aged listings of accounts receivable for each deposit account or securities account maintained by Borrower. Within thirty (30) days after the last day of each month, or any of Borrower’s Subsidiaries, which statements may be provided the Company will deliver to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 Bank with the SECmonthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of EXHIBIT D. Bank has the right to audit Borrowers’ Accounts at Borrowers’ expense at any time that Advances or Letters of Credit are outstanding, but the audits will be conducted no more often than once every twelve (12) may be delivered electronically months unless an Event of Default has occurred and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressis continuing.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) no later than ten (10) Business Days after the last day of each month, a company prepared cash report certified by a Responsible Officer showing Borrower’s cash balances as of the end of such month; (iii) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering copies of the bank statements for each bank account maintained by Borrower’s and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral Agent; (iiiv) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s fiscal yearyear (commencing with Borrower’s fiscal year ended December 31, 2009), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretiondiscretion (which shall include KPMG, the accounting firm utilized by the Borrower on the Effective Date); (iiiv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of each of Borrower’s fiscal years, Borrower’s financial projections for the entire current fiscal year operating and capital budgets 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (ivvi) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (vvii) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000.00) or more; and (ixviii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers will deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated and consolidating balance sheet sheets, income statements and income statement and statements of cash flow statement flows covering Borrower’s and each of its Subsidiaries for such month certified by a Responsible Officer and Kanbay's consolidated operations during the period, in a form acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred eighty (180) 90 days after the last day end of Borrower’s Kanbay's fiscal year, audited consolidated and consolidating financial statements prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) within 5 days after the last day of each of Borrower’s fiscal yearsany Members, 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Managers or Board of Directors shall be delivered meeting, copies of all materials, reports and packages submitted to Collateral Agent and the Lenders no later than seven (7) days after such approval)members, managers or directors; (iv) within five (5) days a prompt report of deliveryany legal actions pending or, copies of all statements, reports and notices made available to Borrower’s security holders 's knowledge, threatened against any Borrower or any Subsidiary that could result in damages or costs to any holders Borrower or any Subsidiary of Subordinated Debt$100,000 or more; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightProperty, including any subsequent ownership right of any Borrower in or to any copyrightCopyright, patent Patent or trademark, and (C) prompt notice of Borrower’s Trademark or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; (vi) budgets, booking/backlog reports, sales projections, operating plans or other financial information Bank reasonably requests; and (vii) as soon as available, but no later than thirty (30) 90 days after the last day end of each monthKanbay's fiscal year a company prepared balance sheet, copies income statement and statement of the month-end account statements cash flows for each deposit account or securities account maintained Foreign Borrower covering such Foreign Borrower's operations during the fiscal year, in a form reasonably acceptable to Bank and certified by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressResponsible Officer.

Financial Statements, Reports, Certificates. (a) Deliver Each Credit Party shall deliver to Collateral AgentAgent and each Lender: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrowersuch Credit Party’s and each of its Subsidiaries consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentAgent and each Lender; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrowera Credit Party’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent and each Lender in its reasonable discretion; (iii) as soon as available after approval thereof by Borrowersuch Credit Party’s Board of Directorsgoverning board, but no later than sixty (60) days after the last day of each of Borrowersuch Credit Party’s fiscal yearsyear, Borrowerand as amended and/or updated, such Credit Party’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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)year; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrowerall of such Credit Party’s security holders or to any holders of Subordinated Debtholders; (v) in the event that Borrower such Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”) or a link thereto on Borrowersuch Credit Party’s or another website on the internetInternet; (vi) prompt notice of (A) budgets, sales projections, operating plans and other financial information reasonably requested by Agent or any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual PropertyLender; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account Collateral Account maintained by Borrower, or any of Borrower’s Subsidiariesa Credit Party, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); and (viii) a prompt report of any legal actions pending such additional information, reports or threatened against Borrower statements regarding the Credit Parties or their respective businesses, contractors and subcontractors as Agent or any of its Subsidiaries that could result in damages or costs Lender may from time to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information time reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressrequest.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Administrative Agent: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral Administrative Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Administrative Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (viv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,00050,000) or more; (vi) within thirty (30) days after the last day of Borrower’s fiscal year, copies of all annual financial projections commensurate in form and substance with those provided to Borrower’s venture capital investors; (ixvii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Administrative Agent. Notwithstanding ; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Administrative Agent in its reasonable discretion; and (ix) promptly, copies of any communications with the foregoing, documents required to be delivered pursuant Securities and Exchange Commission which relate 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 status of Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressMember Loans as “securities” under federal law.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than one hundred eighty (180) in any event within 150 days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that 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 opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections budget approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no as soon as available but not later than seven (7) 60 days after such approval)the beginning of the applicable fiscal year; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 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 (ixvii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank in each case at both the Reston address referenced in Section 10 and Comerica Bank, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000, Attn: Compliance: (a) Deliver to Collateral Agent: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within forty five (45) days after the end of each fiscal quarter, a company prepared consolidated balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (c) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, audited consolidated financial statements of 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 Bank; (d) 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, 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 Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (f) within thirty (30) days after the last day of each fiscal year, an annual budget for the current fiscal year in form and substance reasonably satisfactory to Bank; (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (h) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that 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 Borrower’s intellectual property, including but not limited to any subsequent ownership right of 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 Bank by Borrower in connection with this Agreement. Every Friday, for the preceding week, or, if there are no later than Obligations owing by Borrower to Bank, within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently appliedExhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly and quarterly financial statements, at both the Reston address referenced in Section 10 and Comerica Bank, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000, Attn: Compliance, 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 (not to exceed $4,000 per audit, unless an unqualified opinion (Event of Default has occurred and is continuing), provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financingaudits will be conducted no more often than every six (6) on the financial statements from months unless an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board Event of Directors, but no later than sixty (60) 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 Default has occurred and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressis continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company company-prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flow statement flows covering Borrower’s and each of its Subsidiaries for Subsidiaries’ operations during such month period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from and reviewed by an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) 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 the immediately following year, which projections shall include monthly balance sheets and income statements, with evidence of approval thereof by Borrower’s board of directors; (ixvii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (viii) upon Bank’s request, within thirty (30) days of the last day of each fiscal quarter, a report signed by Collateral Agent. Notwithstanding Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the foregoingstatus of any outstanding applications or registrations, documents required to be delivered pursuant to the terms hereof (to the extent as well as any such documents are included material change 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressIntellectual Property Collateral.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentLender: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Lender and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within forty-five (45) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Lender and certified by a Responsible Officer; (iii) as soon as available, but in any event within one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that 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 Lender on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)Lender; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (ixvii) 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 approval thereof by Borrower’s board of directors; and (viii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Lender may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as availableavailable after the end of each calendar month, but no in any event not later than thirty (30) days after the last day of each the next calendar month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal year, audited company prepared consolidated and consolidating financial statements of Borrower and its consolidated Subsidiaries prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain and audited by a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretionaccountant; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000.00) 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 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 (ixvii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower's fiscal year, audited consolidated financial statements of 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 Bank (or an opinion qualified for going concern so long as Borrower's investors provide additional equity as needed); (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a 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 Two Hundred Thousand Dollars ($200,000) or more; (e) as soon as available, but in any event within forty-five (45) days after the beginning of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year as approved by Borrower's board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information of Borrower and/or its Subsidiaries as Bank may reasonably request from time to time. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower's Accounts and in a form acceptable to appraise Collateral Agent; (ii) as soon as availableat Borrower's expense, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financingaudits will be conducted no more often than every twelve (12) on the financial statements from months unless an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board Event of Directors, but no later than sixty (60) 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 Default has occurred and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressis continuing.

Financial Statements, Reports, Certificates. (a) Deliver Scynexis shall deliver to Collateral AgentSanofi: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flows covering Scynexis’s operations during such period, in a form and cash flow statement covering Borrower’s substance reasonably acceptable to Sanofi and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) (a) as soon as available, but no later than one hundred eighty in any event within 45 days of the end of each fiscal quarter the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal quarter, each prepared in accordance with GAAP, and (180b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied (subject to normal year-end adjustments); (iii) as applicable, (a) as soon as available, but in any event within 60 days of the end of each fiscal semi-annual period the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal semi-annual period, each prepared in accordance with GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied (subject to normal year-end adjustments); (iv) as soon as available, but in any event within 150 days after the last day end of BorrowerScynexis’s fiscal year, audited consolidated and consolidating financial statements of Scynexis prepared under GAAPin accordance with generally acceptable accounting principles, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iiiv) as soon as available after approval thereof an annual budget, approved by BorrowerScynexis’s Board of Directors, as soon as available but no not later than sixty (60) 15 days after the last day beginning 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 Scynexis during the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions term of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)this Agreement; (ivvi) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available to Borrower’s security holders or by Scynexis to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as availablepromptly upon receipt of notice thereof, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower Scynexis or any of its Subsidiaries subsidiary that could reasonably be expected to result in damages or costs to Borrower Scynexis or any subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 300,000 in aggregate or more; (viii) promptly upon receipt, each management letter prepared by Scynexis’s independent certified public accounting firm regarding Scynexis’s management control systems; and (ix) such budgets, sales projections, operating plans and or other financial information generally prepared by Scynexis in the ordinary course of business as Sanofi may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty twenty-five (3025) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty and fifty (180150) days after the last day of Borrower’s 's fiscal yearyear (except for Borrower's fiscal years ending December 31, 2001 and December 31, 2002, which audited consolidated financial statements shall be due July 31, 2003), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by in the event that the Borrower’s Board of Directors's stock becomes publicly held, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000.00) or more; (v) as soon as available, but not later than forty-five (45) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a link thereto on Borrower’s or another website on the internetmonthly and quarterly basis); (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark, Trademark not shown in any intellectual property security agreement between Borrower and (C) prompt notice of Borrower’s Bank or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Agent and Lenders 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) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, Bxxxxxxx’s consolidated financial statements including a company prepared consolidated and consolidating balance sheet and cash flow statement, income statement and cash flow statement covering Borrower’s balance sheet for the period reported, and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (iib) as soon as availableand when filed with the SEC, a copy of Parent’s Annual Report on Form 10-K, but in no later event more than one hundred eighty ninety (18090) days after the last day of Borrowerfollowing Parent’s fiscal yearyear end, audited which annual report shall contain consolidated financial statements prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided provided, however, that such unqualified opinion may contain a “qualification as to going concern” explanatory statement relating to concern typical for venture funded companies during the need for additional debt and/or equity financing12 month period immediately preceding the Maturity Date) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretion(provided, for the avoidance of doubt, that BDO USA, LLP shall be deemed acceptable to Agent); (iiic) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty in any event within thirty (6030) days after the last day end of each fiscal year, an annual operating budget and financial 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 (the “Approved Budget”); (d) upon Agent’s or Required Lenders’ request, copies (or limited on line viewing access) of Borrower’s fiscal years, Borrowerand Subsidiary’s financial projections for bank or brokerage statements delivered monthly as soon as available following 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”; provided that, any revisions first day of the Annual Projections approved by Borrower’s Board month reflecting the prior ninety days of Directors shall be delivered to Collateral Agent and activity, from all institutions, whether or not in the Lenders no later than seven (7) days after such approval)U.S., where Borrower or a Subsidiary maintains deposit or securities accounts; (ive) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders when made available to Borrower’s its security holders or to any holders of Subordinated Debtholders; (vf) a copy 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 from discovery by the attorney-client privilege or the attorney work product privilege, any materials necessary or advisable in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu good faith determination of the financial statement described in this Section 6.2(a)Board to avoid a conflict of interest between Borrower, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetone hand, and Agent and Lenders, on the other hand, and any trade secrets may be excluded; (vig) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries of One Subsidiary exceeding Two Hundred Fifty Thousand Dollars ($150,000) 250,000), fines, penalties or moreother sanctions by any Governmental Agency, or claims for injunctive or equitable relief; and (ixh) budgets, sales projections, operating plans and other financial information as Agent or any Lender may reasonably requested by Collateral Agentrequest from time to time promptly after such request. Notwithstanding the foregoingBorrower shall provide Agent with a copy of any Board approved changes to any Approved Budget within five (5) days of such approval, documents required to be delivered pursuant to the terms hereof (to the extent provided that any such documents are included changes must also be acceptable to Agent in materials otherwise filed with order for such changes to constitute part of the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressApproved Budget.

Financial Statements, Reports, Certificates. (a) Deliver Parent shall deliver the following to Collateral AgentBank: (i) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each monthcalendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers' operations during such period, in a form reasonably acceptable to Bank and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’s Parent's fiscal year, audited consolidated and consolidating financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank, reflecting no material changes from the company-prepared financial statements for the same period commencing with the fiscal year ending December 31, 2004; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a)Debt and, within five (5) days of filing, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a link thereto on Borrower or any Subsidiary that could result in uninsured damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s or another website on the internet's independent certified public accounting firm regarding such Borrower's management control systems; (vi) prompt notice of (A) any material change such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the composition ordinary course of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightbusiness as Bank may reasonably request from time to time, including any subsequent ownership right of Borrower in or but not limited to any copyrightBorrowers' annual business plan, patent or trademarkincluding 2005 operating budget, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the end of the preceding fiscal year; and (vii) within thirty (30) days of the last day of each monthfiscal quarter, copies of the month-end account statements for each deposit account a report signed by Parent, in form reasonably acceptable to Bank, listing any applications or securities account maintained by Borrower, registrations that a Borrower has made or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report filed in respect of any legal actions pending Patents, Copyrights or threatened against Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower's Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of its Subsidiaries that could result any Intellectual Property Security Agreement delivered to Bank by such Borrower in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 connection with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressthis Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Each Credit Party shall deliver to Collateral AgentAgent and each Lender: (i) as soon as available, but no later than thirty fifty-five (3055) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating (and, at the reasonable request of Agent, consolidating) balance sheet and sheet, income statement and cash flow statement covering Borrowersuch Credit Party’s and each of its Subsidiaries consolidated operations for such month fiscal quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentAgent and each Lender; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrowera Credit Party’s fiscal year, audited consolidated (and, at the reasonable request of Agent, consolidating) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent and each Lender in its reasonable discretion; (iii) as soon as available after approval thereof by Borrowersuch Credit Party’s Board of Directorsgoverning board, but no later than sixty thirty (6030) days after the last day of each of Borrowersuch Credit Party’s fiscal yearsyear, Borrowerand as amended and/or updated, such Credit Party’s operating plan (including financial projections 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)year; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrowerall of such Credit Party’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”) or a link thereto on Borrowersuch Credit Party’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account Collateral Account maintained by Borrower, any Credit Party or any of Borrower’s Subsidiariesits Subsidiaries (including, for the avoidance of doubt, each Deposit Account, Securities Account and Commodity Account maintained by the Securities Subsidiary), which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiivii) a prompt report promptly (and in any event within ten (10) days of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000request therefor) or more; and (ix) such readily available budgets, sales projections, operating plans plans, financial information and other financial information information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors reasonably requested by Collateral AgentAgent or any Lender; and (viii) within ten (10) days after any Credit Party becomes aware of any claim or adjustment proposed for any prior tax years of any Credit Party or any of their Subsidiaries which could result in additional material Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment, which purposes of the foregoing clause (viii), “material” shall mean in excess of $50,000. Notwithstanding Delivery of the foregoingforegoing financial statements and other items as set forth in clauses (i), documents required to (ii) and (iv) of this Section 6.2(a) may be delivered pursuant to the terms hereof (to the extent any satisfied by written notice that such documents are included in materials otherwise financial statements or other items have been filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered SEC or posted on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresswebsite, which written notice shall include an electronic link to such financial statements or other items.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty five (305) days after Borrower files its Form 10-Q with the last day of each monthSecurities Exchange Commission ("SEC"), a company prepared consolidated and consolidating quarterly balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month 's consolidated operations during the period, certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty five (1805) days after Borrower files its Form 10-K with the last day of Borrower’s fiscal yearSEC, audited annual consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Five Million Dollars ($150,0005,000,000) or more; (iv) as soon as available, but no more than forty five (45) after the end of each fiscal year, a forecast for the next fiscal year, including, without limitation, projected balance sheets, income statements and cash flows; (ixv) upon request of Bank, such other financial information, including, budgets, sales projections, operating plans plans, as Bank reasonably requests; and other financial information reasonably requested by Collateral Agent(vi) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the Intellectual Property Security Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property. Notwithstanding the foregoing, documents Borrower's 10K and 10Q reports 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, this Section shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto to the Lenders, on Borrower’s 's website on the internet at Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by subsection (b) below. Bank will take reasonable and customary steps to insure that information provided to Bank pursuant to this Agreement will not be provided to Bank employees with responsibility for making any investment decisions with respect to Bank's equity ownership in Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries consolidated operations (prepared in accordance with GAAP) for such month certified by a Responsible Officer and in a form acceptable to Collateral Agent; (ii) as soon as available, but no later than one two hundred eighty forty (180240) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an Pricewaterhouse Coopers or another nationally recognized independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretionfirm; (iii) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty (60) days after the last day of each of Borrower’s fiscal yearsat least annually, 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice copies of (A) all board packages, excluding any material change information the company determines in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in good faith is highly sensitive or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertyconfidential; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000) or more; and (ixviii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s 10K, 10Q, and 8K reports; (ii) five (5) days after filing Borrower’s 10K and 10Q reports with the Securities Exchange Commission, a Compliance Certificate together with delivery of the 10K and 10Q reports; (iii) as soon as available, but no later than thirty (30) days after the last day of each monthquarter, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month Subsidiary’s operations during the period certified by a Responsible Officer and in a form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”Bank; provided thathowever, if the Credit Extensions at any revisions time exceed seventy percent (70%) of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryEligible Accounts, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) then as soon as available, but no later than thirty (30) days after the last day of each monthmonth thereafter, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower shall deliver to Bank a company prepared consolidating balance sheet and income statement covering Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender of its Subsidiary’s operations during the period certified by Borrower or directly from the applicable institution(s)a Responsible Officer and in a form acceptable to Bank, together with a Compliance Certificate; (viiiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 500,000.00 or more; and (ixv) budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Collateral Agentrequests. Notwithstanding the foregoingBorrower’s 10K, documents 10Q, and 8K reports required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SECSection 6.2(a)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto to the Lenders, on Borrower’s or another website on the internet at Borrower’s website addressInternet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by Section 6.2(a)(ii).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a company deferred revenue listing 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 forty-five (45) days after the end of each month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within (45) days after the end of each quarter, a Borrower prepared consolidated and consolidating balance sheet and income statement sheet, income, and cash flow statement covering Borrower’s and each of its Subsidiaries for consolidated operations during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Collateral AgentBank; provided, however, that the filing of such financial statements with the Securities and Exchange Commission through EXXXX will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (iid) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; provided, however that the filing of such financial statements and opinion of an independent certified public accounting firm with the Securities and Exchange Commission through EXXXX will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (iiie) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions unless complete copies of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfollowing are not available on EXXXX, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (vf) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act promptly upon receipt of 1934notice thereof, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; (g) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrower or any Subsidiary; and (ixh) such budgets, sales projections, operating plans and plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably requested request from time to time. For the avoidance of doubt, all information disclosed by Collateral Agent. Notwithstanding the foregoingBorrower, documents required or any of its Subsidiaries, to be delivered Bank 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 deliveredthis Section 6.3, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresskept confidential by Bank in accordance with Section 12.9.

Financial Statements, Reports, Certificates. Company shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later in any event within forty five (45) days after the end of each of the first three (3) fiscal quarters, a company prepared consolidated balance sheet and income statement covering Company's consolidated operations during such period, in a form and certified by an officer of the Company (without any personal liability therefore other than liability based on fraud or criminal misconduct) reasonably acceptable to Bank; (b) as soon as available, but in any event within ninety (90) days after the end of Company's fiscal year, audited consolidated financial statements of Company 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 Bank; (c) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. For any calendar month that Credit Extensions have been made or are outstanding under the Committed Revolving Line, Company shall deliver to Bank, within thirty (30) days after the last day of each such month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently appliedExhibit C hereto, together with an unqualified opinion (aged listings of accounts receivable. The Company shall deliver to Bank with the quarterly financial statements described in Section 6.3(a) above, 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 Borrowers' Accounts at Borrowers' expense, provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financingaudits will be conducted no more often than every twelve (12) on the financial statements from months unless an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; Event of Default has occurred and is continuing. In addition, within one hundred twenty (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5120) days of deliverythe Closing Date, copies of all statementsBank may, reports and notices made available to at the Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934's expense, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressaudit Borrowers' Accounts.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directorsin the event that Borrower becomes subject to the reporting requirements under the Exchange Act, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission SEC or a link thereto on Borrower’s or another website on the internetequivalent reporting of foreign private issuer filed with any national securities exchange; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000.00) or more; and (ixv) budgets, sales projections, operating plans and or other financial information reasonably requested by Collateral Agent. Notwithstanding the foregoingBank, documents required to be delivered pursuant to the terms hereof and in any event, as soon as available but no later than fifteen (to the extent any such documents are included in materials otherwise filed with the SEC15) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on days following approval by Borrower’s website on the internet at board of directors (and with respect to any updates or amendments thereto, as soon as available but no later than fifteen (15) days following approval by Borrower’s website addressboard of directors), a current operating budget and capitalization table.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than one hundred eighty (180) in any event within 120 days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank (provided that Borrower shall deliver drafts of such financial statements for the fiscal years ending December 31, 2005 and December 31, 2006 on or before April 30, 2007 and such final audited financial statements for the fiscal years ending December 31, 2005 and December 31, 2006 on or before June 30, 2007); (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 250,000 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 within 30 days prior to Borrower’s fiscal year end, operating budgets, annual budgets and financial forecasts for the subsequent fiscal year, and (ixvii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrowers shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, (ii) aged listings of accounts receivable and accounts payable by invoice date, and (iii) a Monthly Recurring Revenue report for the trailing 12 months; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement statement, and cash flow statement covering BorrowerParent’s and each of its Subsidiaries for Subsidiaries’ consolidated and consolidating operations during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Collateral AgentBank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) as soon as available, but no later than in any event within one hundred eighty (180) days after the last day end of BorrowerParent’s fiscal year, audited consolidated and consolidating financial statements of Parent prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank (it being acknowledged that MxXxxxxxx & Jxxxx LLP is acceptable to Bank); (iiid) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but in any event no later than the earlier to occur of sixty (60) days after following the last day beginning of each fiscal year or the date of Borrowerapproval by Parent’s fiscal yearsboard of directors, Borrower’s an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for the entire current such fiscal year as year, presented in a quarterly format, approved by BorrowerParent’s Board board of Directorsdirectors, which such annual projections shall be set forth and in a month-by-month format form and substance acceptable to Bank (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the each, a “Annual ProjectionsFinancial Plan”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (ive) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Commission, with Borrower’s or another website posting of materials on the internetSEC’s EXXXX database satisfying such reporting obligation; (vif) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,00050,000) or more; and (ixg) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver Each Credit Party shall deliver to Collateral AgentAgent and each Lender: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering such Credit Party’s consolidated operations for Midcap / MannKind / Credit and cash flow statement covering Borrower’s and each of its Subsidiaries for Security Agreement such month certified by a Responsible Officer and in a form acceptable to Collateral AgentAgent and each Lender and Borrower’s internal monthly dashboard and flash report in substantially the form provided to Agent prior to the Closing Date; (ii) as soon as available, but no later than one hundred eighty ninety (18090) days after the last day of Borrowera Credit Party’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided other than a going concern qualification based solely on a determination that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financingany Borrower has less than 12 months liquidity) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent and each Lender in its reasonable discretion; (iii) as soon as available after approval thereof by Borrowersuch Credit Party’s Board of Directorsgoverning board, but no later than sixty (60) days after the last day of each of Borrowersuch Credit Party’s fiscal yearsyear, Borrowerand as amended and/or updated, such Credit Party’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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)year; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrowerall of such Credit Party’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower such Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”) or a link thereto on Borrowersuch Credit Party’s or another website on the internetInternet; (vi) prompt notice of promptly (Aand in any event within ten (10) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration days of any copyrightrequest therefor) such readily available budgets, including sales projections, operating plans, financial information and other information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors reasonably requested by Agent or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual PropertyLender; (vii) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account Collateral Account maintained by Borrower, or any of Borrower’s Subsidiariesa Credit Party, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); and (viiivii) a prompt report within ten (10) days after any Credit Party becomes aware of any legal actions pending claim or threatened against Borrower adjustment proposed for any prior tax years of any Credit Party or any of its their Subsidiaries that which could result in damages additional material Taxes becoming due and payable by such Credit Party or costs to Borrower Subsidiary, notice of such claim or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agentadjustment. Notwithstanding anything to the foregoingcontrary herein, documents required to be delivered pursuant to the terms hereof Section 6.2(a)(i) or (ii) (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 to the Lendersthereto, on Borrower’s website on the internet Internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver BDSI shall deliver to Collateral AgentAgent and each Lender: (i) as soon as available, but no later than thirty (30) days after the last day of each monthcalendar quarter, a company prepared and unaudited consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering BorrowerBDSI’s and each of its Subsidiaries Subsidiaries’ consolidated operations for such month calendar quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of BorrowerBDSI’s fiscal year, (x) BDSI’s audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretiondiscretion (it being agreed that Xxxxxx Xxxxxxx LLP is acceptable to Agent) and (y) unaudited consolidating financial statements prepared by BDSI covering BDSI’s and its Subsidiaries’ operations for such year prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (iii) as soon as available after approval thereof by Borrowerany Credit Party’s Board of Directorsgoverning board, but no later than sixty forty-five (6045) days after the last day of each of Borrowersuch Credit Party’s fiscal yearsyear, Borrowerand as amended and/or updated, such Credit Party’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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)year; (iv) within five (5) days of delivery, copies of (or, so long as BDSI remains subject to the reporting requirements under the Exchange Act, a link thereto on such Credit Party’s or another website on the Internet) all statements, reports and notices made available to Borrowerall of any Credit Party’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower any Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a)Act, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission SEC or a link thereto on Borrowersuch Credit Party’s or another website on the internetInternet; (vi) prompt notice of (A) operating plans and other financial information reasonably requested by Agent or any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual PropertyLender; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account Collateral Account maintained by Borrower, or any of Borrower’s SubsidiariesCredit Party, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); and (viii) a prompt report of any legal actions pending such additional information, reports or threatened against Borrower statements regarding the Credit Parties or their respective businesses as Agent or any of its Subsidiaries that could result in damages or costs Lender may from time to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information time reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressrequest.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agenteach Lender: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrower’s the consolidated operations of Borrower and each of its Subsidiaries Subsidiaries, for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty fifty (180150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such except a qualification with respect to going-concern for the opinion may contain a “going concern” explanatory statement relating to the need delivered for additional debt and/or equity financingBorrower’s 2011, 2012 and 2013 fiscal years) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty thirty (6030) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval, and, unless Collateral Agent notifies Borrower to the contrary in writing within thirty (30) days after receipt thereof, the term “Annual Projections” shall include such revisions); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; Commission, (vi) prompt quarterly notice of (A) any material change in the composition of the Intellectual Property of Borrower and Property, (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower or any of its Subsidiaries in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, Borrower or any of Borrower’s its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); , and (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information as reasonably requested by Collateral AgentAgent or any Lender. 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 to the Lendersthereto, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s Borrower and each of its Subsidiaries for such month Subsidiary’s operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty fifty (180150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice provided that delivery of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements such reports may be provided made by providing Bank an electronic link to Collateral Agent and each Lender by Borrower or directly from the applicable institution(ssuch filings); (viiiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000.00) or more; (v) prompt notice of knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; (vi) as soon as available, but not later than December 31 of each year, annual financial projections submitted to Borrower’s board of directors; (vii) as soon as available, but not later than sixty (60) days after the end of each calendar year, annual financial projections approved by Borrower’s board of directors and (ixviii) such other budgets, sales projections, operating plans and or other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty than:(A) twenty five (3025) days after the last day of the first two months of each monthfiscal quarter, and (B) forty five (45) days after the last day of the third month of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than forty five (45) days after the last day of each fiscal quarter, a company prepared consolidating balance sheet and income statement covering Borrower's, and all of Borrower's Subsidiaries', consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (iii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)Bank; (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000.00) or more; and (ixvi) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) if there any Credit Extensions outstanding, as soon as available, but no later than thirty (30) days after the last day of each month, a company company-prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty five (1805) days after filing with the last day Securities Exchange Commission, the Borrower's 10K and in no event later than 90 days of Borrower’s such fiscal yearyear end (provided further, if the Securities Exchange Commission provides the Borrower an extension with respect to the filing of any audited annual consolidated financial statements statements, Company shall deliver to Bank a Company prepared under GAAPconsolidated balance sheet and income statement no later than 90 days of such fiscal year end), consistently applied, together with an unqualified opinion 10Q and in no event no later than 45 days of such fiscal quarter end (provided that such opinion may contain a “going concern” explanatory statement relating further, if the Securities Exchange Commission provides the Borrower an extension with respect to the need for additional debt and/or equity financing) on the filing of any quarterly consolidated financial statements from an independent certified public accounting firm acceptable statements, Company shall deliver to Collateral Agent in its reasonable discretionBank a Company prepared consolidated balance sheet and income statement no later than 45 days of such fiscal quarter end), and 8K reports; (iii) as soon as available after approval thereof together with delivery of the items referenced in clauses (i) and (ii) above, a duly completed Compliance Certificate signed by Borrower’s Board of Directors, but no later than sixty a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement; (60iv) within 45 days after the last day end of each of Borrower’s fiscal yearsyear, Borrower’s annual financial projections (which shall include quarterly projected balance sheets, income statements and cash flow statements) for the entire current following fiscal year as approved by Borrower’s Board 's board of Directorsdirectors, which such annual projections shall be set forth together with any related business forecasts used in a month-by-month format (the preparation of such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debtprojections; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 100,000 or more; and (ixvi) budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Collateral Agentrequests. Notwithstanding the foregoingBorrower's 10K, documents 10Q, and 8K reports required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SECSection 6.2(a)(ii) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto to the Lenders, on Borrower’s 's or another website on the internet at Borrower’s website addressInternet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by Section 6.2(a)(iii).

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent Bank in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (viv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,00050,000) or more; (vi) within thirty (30) days after the last day of Borrower’s fiscal year, copies of all annual financial projections commensurate in form and substance with those provided to Borrower’s venture capital investors; (ixvii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Notwithstanding Bank; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Bank in its reasonable discretion; and (ix) promptly, copies of any communications with the foregoing, documents required to be delivered pursuant Securities and Exchange Commission which relate 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 status of Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressMember Loans as “securities” under federal law.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentLenders: (i) as soon as available, but no later than thirty five (305) days after following the last day of each monthdate Borrower files Form 10-Q with the Securities and Exchange Commission, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrower’s the consolidated operations of Borrower and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral Agentquarter, prepared under GAAP, consistently applied (except for the absence of footnotes); (ii) as soon as available, but no later than one hundred eighty five (1805) days after following the last day of Borrower’s fiscal yeardate Borrower files Form 10-K with the Securities and Exchange Commission, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretiondiscretion (provided that Lenders acknowledge that a going concern qualification, in and of itself, will not render such opinion unacceptable to Lenders); (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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 quarterly format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and Property, (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (viiv) as soon as available, but no later than thirty forty-five (3045) days after the last day of the first two months of each fiscal quarter, Borrower’s unaudited consolidated balance sheet and statement of operations in a form consistent with that used by { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the Borrower for the condensed financial statements included in the Forms 10-Q filed by the Borrower with the Securities and Exchange Commission prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year-end adjustments, and (C) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements; (vi) as soon as available, but no later than forty-five (45) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, Borrower or any of Borrower’s SubsidiariesSubsidiary, which account statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(sbank(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; , and (ixvii) budgets, sales projections, operating plans and other financial information as reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent Agent or 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressLender.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrower’s and each of its Subsidiaries consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty thirty (6030) days after the last day of each of Borrower’s fiscal yearsyear, 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Act (Ontario), as amended, the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a)or any other securities legislation, within five (5) days of filing, all material reports and filings (including, but not limited to, on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission Commission) or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,00050,000) or moremore or could result in a Material Adverse Change; and (ixvii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Notwithstanding ; provided that, notwithstanding the foregoing, documents required until September 30, 2012, Borrower shall be permitted to be delivered pursuant to deliver the terms hereof financial statements described in subpart (to i) above as of the extent any such documents are included in materials otherwise filed last day of each quarter so long as Borrower delivers company prepared consolidated statements of total revenue and consolidated cash balance for each month within forty-five (45) days after the last day of each month, beginning with the SEC) may be delivered electronically and if so deliveredmonth ending April 30, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address2012.

Financial Statements, Reports, Certificates. Borrowers shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a company prepared consolidated deferred revenue listing and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified a Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form acceptable to Collateral Agentof Exhibit C hereto; (iib) as soon as available, but no later than one hundred eighty in any event within thirty (18030) days after the last day end of each month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrower prepared consolidated and consolidating balance sheet, income, and cash flow statement covering each Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank; (d) as soon as available, but in any event within one hundred twenty (120) days after the end of a Borrower’s fiscal year, audited consolidated and consolidating financial statements of such Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; provided, however that the filing of such financial statements and opinion of an independent certified public accounting firm with the Securities and Exchange Commission through EXXXX will satisfy such Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (iiie) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but in any event no later than sixty thirty (6030) days after following the last day beginning of each of a Borrower’s next fiscal yearsyear, annual operating projections (including income statements, balance sheets and cash flow statements presented in a quarterly format) for such fiscal year, approved by such Borrower’s financial projections for the entire current fiscal year as approved by Borrower’s Board board of Directors, which such annual projections shall be set forth directors and in a month-by-month format form and substance reasonably satisfactory to Bank; (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions f) unless complete copies of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfollowing are not available on EXXXX, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (vg) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act promptly upon receipt of 1934notice thereof, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against a Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to such Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by a Borrower; (h) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrowers or any Subsidiary maintained outside of Bank; and (ixi) such budgets, sales projections, operating plans and plans, other financial information including information related to the verification of a Borrower’s Accounts as Bank may reasonably requested request from time to time. For the avoidance of doubt, all information disclosed by Collateral Agent. Notwithstanding the foregoinga Borrower, documents required or any of its Subsidiaries, to be delivered Bank 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 deliveredthis Section 6.3, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresskept confidential by Bank in accordance with Section 12.9.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within (x) forty-five (45) days after the end of each calendar quarter, commencing with the quarter ending September 30, 2018, a company-prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments), consistently applied, in a form acceptable to Bank and certified by a Responsible Officer and (y) thirty (30) days after the last day end of each calendar month, commencing with the month ending January 31, 2019, a company company-prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (except for the lack of footnotes, being subject to year-end audit adjustments and each no reflection of its Subsidiaries for such month certified by a Responsible Officer and depreciation expense, deferred revenue adjustments or other general quarter-end accruals), consistently applied, in a form acceptable to Collateral AgentBank and certified by a Responsible Officer; (iib) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.Exchange

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank in each case at both the Inglewood and the Boston addresses referenced in Section 10: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty in any event within forty five (3045) days after the last day end of each monthquarter, a company prepared consolidated and consolidating balance sheet and income statement sheet, income, and cash flow statement statement, together with aged listings of accounts receivable and accounts payable, covering Borrower’s and each of its Subsidiaries for consolidated operations during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied in a form acceptable to Collateral AgentBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000) or more; (e) no more than thirty (30) days after each fiscal year end, Borrower’s annual financial forecast for the subsequent year, broken down by quarter, as approved by Borrower’s Board of Directors; and (ixf) budgets, sales projections, operating plans and such other financial information as Bank may reasonably requested by Collateral Agentrequest from time to time. Notwithstanding the foregoingBorrower shall deliver to Bank, 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 deliveredquarterly financial statements, shall be deemed to have been delivered on a Compliance Certificate signed by a Responsible Officer in substantially the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressform of Exhibit C hereto.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthmonth in which Obligations are outstanding or in which any Credit Extensions have been requested (or, if no such Obligations are outstanding or Credit Extensions are requested, within forty-five (45) days of the end of the current fiscal quarter), a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (viii) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000.00) or more; (v) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, and in connection with any amendments, Borrower’s financial projections for the subsequent fiscal year as approved by Borrower’s board of directors; and (ixvi) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet as of the end of such period and income statement covering the consolidated operations of Parent and cash flow statement covering Borrower’s and each of its Subsidiaries for such month during the period certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than thirty (30) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet as of the end of such period and income statement covering the consolidated operations and Parent and its Subsidiaries during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank; (iii) as soon as available, but no later than one hundred eighty (180) days after the last day of BorrowerParent’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent Bank in its reasonable discretion; (iii) , or in the event that a Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as soon as available after approval thereof by amended, a link thereto on such Borrower’s Board of Directorsor another website on the Internet, but no later than sixty (60) days after the last day of each of Borrower’s fiscal years, Borrower’s financial projections for the entire current fiscal year as approved and a duly completed Compliance Certificate signed 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)Responsible Officer; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to either Borrower’s security holders or to any holders of Subordinated Debt; (v) Debtor, in the event that a Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, a link thereto on such Borrower’s or another website on the Internet; (v) in lieu the event that a Borrower becomes subject to the reporting requirements under the Securities Exchange Act of the financial statement described in this Section 6.2(a)1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or, to the knowledge of either Borrower’s Board or General Counsel, threatened in writing against a Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs (not covered by insurance) to either Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Million Dollars ($150,0001,000,000) or more; (vii) Board approved financial projections for Borrowers for each fiscal year, within thirty (30) days of the Board’s approval thereof; (viii) prompt notice of an event that materially and adversely affects the value of the intellectual property; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Notwithstanding the foregoingBank, documents required to be delivered pursuant to the terms hereof (to the extent any that Borrowers prepare such documents are included information 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressordinary course of business.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days (or, with respect to the months ending March 31st, June 30th, September 30th and December 31st only, forty-five (45) days) after the last day of each monthReconciliation Period, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on SEC, but in no event shall the internet; Form 10-K shall be delivered later than ninety (vi90) prompt notice of (A) any material change in days after the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice last day of Borrower’s knowledge fiscal year; (iii) a prompt report of any event legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any Subsidiary of the Intellectual PropertyTwo Hundred Fifty Thousand Dollars ($250,000.00) or more; (viiiv) as soon as available, but no later than thirty (30) days after the last day of each monthBorrower’s fiscal year, copies of the month-end account statements for each deposit account and contemporaneously with any updates or securities account maintained amendments thereto, annual financial projections approved by Borrower’s board of directors, or together with any related business forecasts used in the preparation of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent such annual financial plans and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or moreprojections; and (ixv) budgets, sales projections, operating plans and or other financial information of Borrower reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lender: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and financial statements including a cash flow statement, income statement and cash flow statement covering Borrower’s balance sheet for the period reported, and each of its Subsidiaries for such month certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer and in a substantially the form acceptable to Collateral Agentof Exhibit F hereto; (iib) as soon as available, but no later than in any event within one hundred eighty and twenty (180120) days after the last day end of Borrower’s fiscal yearyear commencing with the year ending December 31, 2016, audited consolidated financial statements of Borrower prepared under by Borrower in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from to be audited by an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionLender; (iiic) as soon as available after available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or thirty (30) days following the date of approval thereof by Borrower’s Board board of Directorsdirectors, but no later than sixty (60) days after the last day of each of Borrower’s fiscal years, Borrower’s an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for the entire current such fiscal year year, presented in a quarterly format, as approved by Borrower’s Board board of Directors, which such annual projections shall be set forth in a month-by-month format directors; (such annual financial projections d) copies (or limited on line viewing access) of Borrower’s bank statements delivered monthly as originally delivered to Collateral Agent and soon as practicably available following the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions first day of the Annual Projections approved by Borrower’s Board month reflecting the prior ninety days of Directors shall be delivered to Collateral Agent and activity, from all institutions, whether or not in the Lenders no later than seven (7) days after such approval)U.S., where Borrower maintains deposit or securities accounts; (ive) within five (5) days of delivery, copies of all material statements, reports and notices made available sent quarterly by Borrower to Borrower’s its security holders or to any holders of Subordinated Debtwhich shall include current financial statements; (vf) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K information filed with the Securities and Exchange Commission or a link thereto (“SEC”) promptly after filing with the SEC; provided that posting of such information on the Borrower’s or another website on the internet; shall constitute delivery for purposes of this clause (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(sf); (viiig) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or moreBorrower; and (ixh) budgets, sales projections, operating plans and such other financial information reasonably requested by Collateral Agent. Notwithstanding the foregoingLender and mutually agreed to by Borrower, documents required as Lender may reasonably request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver The Company will deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and consolidated statement of cash flow statement flows covering Borrowerthe Company’s and each of its Subsidiaries for such month consolidated operations during the period, certified by a Responsible Officer and in a form acceptable to Collateral AgentBank as soon as available, but no later than the earlier of: (y) 45 days after the last day of each fiscal quarter (excluding the Company’s fourth fiscal quarter), or (z) within 5 days after the filing of such financial statements with the Securities and Exchange Commission (“SEC”); (ii) as soon as available, but no later than one hundred eighty (180) 90 days after the last day of Borrowerthe Company’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty (60) 90 days after the last day of each of Borrowerthe Company’s fiscal yearsyear, Borrowera company prepared consolidating balance sheet and income statement covering the Company’s financial projections for consolidated operations during the entire current fiscal year as approved year, certified by Borrower’s Board of Directorsa Responsible Officer, 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) 5 days of deliveryafter filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetSEC; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened in writing against Borrower the Company or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower the Company or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 1,000,000 or more; and (ixvi) as soon as available but no later than 30 days after the end of each fiscal year the Company’s financial projections for the upcoming year and, following approval thereof by the Company’s Board of Directors written notice of such approval together with a description of any material deviations from the projections delivered to the Bank; (vii) budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Collateral Agent. Notwithstanding requests; and (viii) prompt notice of any material change in the foregoingcomposition of the Intellectual Property, documents required including any subsequent ownership right of the Company or a domestic Subsidiary in or to be delivered pursuant to any material (in the terms hereof (to Company’s good faith business judgment) registered Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the extent any such documents are included in materials otherwise filed with value of the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressIntellectual Property.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such 's consolidated operations during the previous month certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as availablecontemporaneously with Borrower's delivery to Borrower's Board of Directors, but in any event no later than one hundred eighty twenty (180120) days after the last day of Borrower’s 's fiscal yearyear (with the exception of fiscal year end 2005, which shall be delivered to the Bank on or before June 30, 2006), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent Bank in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debtholders; (viv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s 's or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,00050,000) or more; and (ixvi) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty in any event within forty five (3045) days after the last day end of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for 's consolidated operations during such month period, certified by a Responsible Officer and in a form an officer of Borrower reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than one hundred eighty in any event, within twenty five (18025) days after the last day end of each fiscal quarter, an account receivables and payables aging report, in form and detail satisfactory to Bank in all material respects; (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiid) as soon as available after approval thereof by Borrower’s Board promptly upon receipt of Directorsnotice thereof, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more; and (ixe) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agentrequest from time to time. Notwithstanding Within forty five (45) days after the foregoingend of each fiscal quarter, documents required Borrower shall deliver to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed Bank with the SEC) may be delivered electronically and if so delivered, quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall be deemed have a right from time to have been delivered on time hereafter to examine the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet Collateral at Borrower’s website address's expense, provided that such examinations will be conducted no more often than every twelve (12) months, unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Agent by email to the address specified pursuant to Section 11 (a) Deliver and Agent shall deliver same to Collateral AgentLenders immediately upon receipt thereof, subject to the terms of Section 13.12), and Agent and Lenders shall be entitled to rely on the information contained therein: (iA) if the Structural Loan Agreement is in effect, the materials required to be delivered under Section 6.3 of the Structural Loan Agreement or (B) if the Structural Loan Agreement is no longer in effect, (a)(i) unless a Public Trading Trigger has occurred, as soon as available, but in any event within thirty (30) days after the end of each calendar month, Xxxxxxxx’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer, and (ii) after the occurrence of a Public Trading Trigger, as soon as available, but in any event within forty-five (45) days after the end of the first three fiscal quarters of any fiscal year (or, if later, by the date on which such financial statements are required to be filed with the SEC), Xxxxxxxx’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer; (b) as soon as available, but no later than thirty in any event within one hundred and fifty (30150) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements prepared under of Borrower in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionand Required Lenders; (iiic) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty in any event within forty -five (6045) days after the last day of each end of Borrower’s fiscal yearsyear, Borrower’s an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for the entire current such fiscal year year, presented in a quarterly format, as approved by Borrowerthe Board and Agent and Required Lenders (with such Agent’s Board and Required Lenders’ approval not to be unreasonably withheld) (as updated to include all updates and modifications in the projections provided to Agent on the First Amendment Effective Date and as otherwise updated in accordance with the provisions of Directorsthis Agreement, the “Approved Budget”); provided, that, the Agent shall not deliver any such Approved Budget to any Lender that notifies Agent in writing that it does not want to receive the Approved Budget; (d) upon Agent’s request (at the direction of the Required Lenders), within thirty (30) days after the end of any month that ends on the last day of a fiscal quarter, together with the delivery of the financial statements required pursuant to clause (a) above for such month, a management’s discussion and analysis of the important operational and financial developments during such fiscal quarter with a comparison to such period during the prior year; (e) Borrower shall provide notice to Agent within 5 days of any calendar month in which Unrestricted Cash on the last day of such annual projections shall be set forth calendar month is less than $10,000,000, and upon Agent’s request following receipt of such notice, Borrower will provide 13 week cash flow statements in a month-by-month format (such annual financial projections as originally delivered form and substance satisfactory to Collateral Agent and the Lenders are referred to herein as Required Lenders; (f) upon Agent’s request (at the “Annual Projections”; provided that, any revisions direction of the Annual Projections approved by BorrowerRequired Lenders), copies of Xxxxxxxx’s Board and Subsidiary’s bank or brokerage statements delivered monthly as soon as available following the first day of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) month reflecting the prior ninety days after such approval)of activity, from all institutions, whether or not in the U.S., where Borrower or a Subsidiary maintains deposit or securities accounts; (ivg) within five (5) days of delivery, 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 Borrower’s security holders or to any holders of Subordinated Debtsuch holders; (vh) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act promptly upon receipt of 1934notice thereof, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary exceeding $500,000, fines, penalties or other sanctions by any Governmental Agency, or claims for injunctive or equitable relief; (i) promptly upon receipt thereof (but in any event no more than 3 Business Days thereafter), (A) copies of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) any amendments, waivers, consents or more; other modifications to the 2022 Convertible Notes, Structural Loan Documents and the ABL Loan Documents, as applicable, and (ixB) budgetsnotices of default required to be delivered pursuant to the 2022 Convertible Notes, sales projectionsStructural Loan Documents and the ABL Loan Documents, operating plans and as applicable, (j) other financial information as Agent or any Lender may reasonably requested by Collateral Agentrequest from time to time promptly after such request. Notwithstanding the foregoing, after the occurrence of a Public Trading Trigger, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise of this Section 6.3 shall be delivered as and when filed with the SEC) SEC and 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 to the Lendersthereto, on Borrower’s website on and notifies Agent by email to the internet at Borrower’s website addressaddress specified pursuant to Section 11 that such materials have been posted or a link has been provided.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agenteach Lender: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering the consolidated operations of Borrower’s , and each of its Subsidiaries Borrower’s Subsidiaries, for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s, or Borrower’s Subsidiaries’ fiscal year, audited consolidated financial statements prepared under GAAPGAAP (subject to customary end-of-year adjustments), consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty forty-five (6045) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated DebtDebt provided that, for the avoidance of doubt, such statements, reports or notices shall not include materials provided by Borrower only to Borrower’s Board of Directors; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; Commission, (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and Property, (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); , and (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information as reasonably requested by Collateral AgentAgent or any Lender. 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 to the Lendersthereto, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each monthcalendar month and within forty five (45) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal yearyear (beginning with Borrower’s fiscal year ending December 31, 2012) , audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that including no going concern comment or qualification) or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all material statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) 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 within thirty (30) days after the beginning of Borrower’s fiscal year, Borrower’s financial and business projections and operating budget for that year, with evidence of approval thereof by Borrower’s board of directors; (ixvii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (viii) within thirty (30) days of the last day of each fiscal quarter, a report signed by Collateral Agent. Notwithstanding Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the foregoingstatus of any outstanding applications or registrations, documents required to be delivered pursuant to the terms hereof (to the extent as well as any such documents are included material change 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressIntellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries Subsidiary’s operations for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one two hundred eighty ten (180210) days after the last day of Borrower’s fiscal yearyear (or, by November 30, 2008, with respect to Xxxxxxxx’s fiscal year ended December 31, 2007), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent Bank in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (viv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000.00) or more; (vi) annually, as soon as available, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Board approved operating budgets and projections for the current fiscal year; and (ixvii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. Each Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering such Borrower’s and each of its Subsidiaries for consolidated operations during such month certified by a Responsible Officer and period, in a form acceptable to Collateral AgentBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty (180) in any event within 120 days after the last day end of such Borrower’s fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against such Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 100,000 or more; and (ixe) such budgets, sales projections, operating plans and or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time to be delivered pursuant time; and (f) within 30 days of any changes to the terms hereof (Intellectual Property Collateral and within 30 days of the last day of each fiscal year, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the extent status of any such documents are included outstanding applications or registrations, as well as any change in materials otherwise filed Borrowers’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of any Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreements delivered to Bank by Borrowers in connection with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressthis Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries 's consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty and twenty (180120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent Bank in its reasonable discretiondiscretion (including, without limitation, Xxxxxx & XxXxxxxxxx); (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt; (viv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s 's or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand one hundred thousand Dollars ($150,000100,000) or more; (vi) prompt notice of an event that materially and adversely affects the value of the intellectual property; (ixvii) within thirty (30) days after the beginning of each fiscal year of Borrower, budgets, sales projections, projections and operating plans and of Borrower for such fiscal year of Borrower; (viii) other financial information reasonably requested by Collateral Agent. Notwithstanding Bank; and (ix) within thirty (30) days after the foregoingend of each fiscal quarter, documents required to be delivered pursuant to copies of invoices representing at least ten percent (10%) of Borrower's Export-Related Accounts Receivable (as defined in the terms hereof Exim Borrower Agreement (to as defined in the extent any such documents are included in materials otherwise filed with the SECExim Agreement)) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower provides a link thereto to the Lenders, as shown on Borrower’s website 's aged listing of accounts receivable for such fiscal quarter and copies of purchase orders representing at least ten percent (10%) of Borrower's Export-Related Inventory (as defined in the Exim Borrower Agreement) as shown on the internet at Borrower’s website address's inventory report for such fiscal quarter.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Collateral AgentBank, in Bank’s good faith business judgment; (ii) (x) as soon as available, but not later than 5 days following the filling with the Securities and Exchange Commission of Borrower’s Quarterly Report on form 10-Q, a copy of Borrower’s form 10-Q; (y) as soon as available, but no later than one hundred eighty (180) 5 days after following the last day filling with the Securities and Exchange Commission of Borrower’s fiscal yearAnnual Report on form 10-K, Borrower’s form 10-K including audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board a prompt report of Directorsany legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more, but no later than sixty (60) 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, or in which such annual projections shall an adverse decision could reasonably be set forth in expected to cause 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)Material Adverse Change; (iv) within five (5) days budgets, sales projections, operating plans or other financial information Bank reasonably requests, and without limitation of deliverythe foregoing, copies Borrower shall provide to Bank, no later than the beginning of all statementseach fiscal year of the Borrower, reports a Board of Directors-approved budget for the Borrower for such fiscal year; and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, trademark not shown in any intellectual property security agreement between Borrower and (C) prompt notice of Borrower’s Bank or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent Bank in its reasonable discretion; (iii) provided however, that the Borrower’s audited consolidated financial statements for fiscal year 2007 shall be provided to Bank as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty (60) days after the last day of each of Borrower’s fiscal yearsJuly 1, 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)2009; (iviii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; Debt (viv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetInternet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000100,000.00) or more; (v) prompt notice of an event that materially and adversely affects the value of the intellectual property; and (ixvi) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressBank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver, or shall cause Quotient Limited to Collateral Agentdeliver, to Agent and each Lender: (i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthmonth (or each quarter, if Borrower is subject to Section 6.2(b) below), a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering Borrower’s and each of its Subsidiaries the Credit Parties’ consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred eighty twenty (180120) days after the last day of the Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrowersuch Credit Party’s Board of Directorsgoverning board, but no later than sixty (60) days after the last day of each of Borrowersuch Credit Party’s fiscal yearsyear, Borrowerand as amended and/or updated, such Credit Party’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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval)year; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrowerall of such Credit Party’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower such Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K K, filed with the Securities and Exchange Commission (“SEC”) or a link thereto on Borrowersuch Credit Party’s or another website on the internetInternet; (vi) prompt notice of (A) budgets, sales projections, operating plans and other financial information reasonably requested by Agent or any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual PropertyLender; (vii) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account Collateral Account maintained by Borrower, or any of Borrower’s Subsidiariesa Credit Party, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); and (viii) a prompt report of any legal actions pending such additional information, reports or threatened against Borrower statements regarding the Credit Parties or their respective businesses, contractors and subcontractors as Agent or any of its Subsidiaries that could result in damages or costs Lender may from time to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) budgets, sales projections, operating plans and other financial information time reasonably requested by Collateral Agent. 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressrequest.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement statement, covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than one hundred eighty (180) in any event within 270 days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that 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 opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections budget approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no as soon as available but not later than seven (7) days after such approval)February 28th of each year during the term of this Agreement; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viv) prompt promptly upon receipt of written notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) 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) clinical updates as soon as available or as frequently as provided to Borrower’s Board of Directors but not later than 30 days after the end of each quarter during the term of this Agreement, (viii) as soon as available, but in any event not later than 30 days after the end of each quarter, a statement of cash flows covering Borrower’s operations during such period and (ix) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty in any event within twenty five (3025) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for 's consolidated operations during such month period, certified by a Responsible Officer and in a form an officer of Borrower reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiic) as soon as available after approval thereof by Borrower’s Board promptly upon receipt of Directorsnotice thereof, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more; and (ixd) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Collateral Agenta Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. Notwithstanding Within twenty (25) days after the foregoinglast day of each month, documents required Borrower shall deliver to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed Bank with the SEC) may be delivered electronically and if so delivered, monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall be deemed have a right from time to have been delivered on time hereafter to examine the date on which Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet Collateral at Borrower’s website address's expense, provided that such examinations 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. (a) Deliver Borrowers shall deliver the following to Collateral Administrative Agent: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day of each fiscal quarter, an aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement statement, and cash flow statement covering Borrower’s and each of its Subsidiaries for Borrowers’ operations during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Collateral AgentAdministrative Agent and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) as soon as available, but no later than in any event within one hundred eighty (180) days after the last day end of Borrower’s Borrowers’ fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Administrative Agent; (d) as 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 such Borrowers’ 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 Borrowers’ board of directors, and in a form and substance acceptable to Administrative Agent in its reasonable discretion; business judgment (iii) as soon as available after approval thereof by Borrower’s Board of Directorseach, but no later than sixty (60) 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 ProjectionsFinancial Plan”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (ive) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934Debt and, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filingif applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; within five (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (305) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s)such filing; (viiif) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of its Subsidiaries of One Five Hundred Fifty Thousand Dollars ($150,000500,000) or more; and (ixg) such budgets, sales projections, operating plans and or other financial information as Administrative Agent may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. Borrower shall deliver or, in the case of public securities filings, make available on the Borrower’s website, the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than within thirty (30) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable, (ii) a company prepared consolidated deferred revenue schedule; (iii) a sales journal; (iv) a collections journal; and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month certified (v) a Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form acceptable to Collateral Agentof Exhibit C hereto; (iib) as soon as available, but no later than one hundred eighty in any event within thirty (18030) days after the last day end of each month, a Borrower prepared consolidated balance sheet and income statement covering Borrower’s fiscal yearconsolidated operations during such month, audited consolidated financial statements prepared under in accordance with GAAP, consistently appliedapplied (but subject to year-end adjustments), together with an unqualified opinion (provided that such opinion may contain in a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm form acceptable to Collateral Agent Bank along with a Compliance Certificate signed by a Responsible Officer in its reasonable discretionsubstantially the form of Exhibit D hereto; (iiic) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, Forms 10-Q filed with the Securities and 8Exchange Commission; (d) as soon as available, but in any event within five (5) days of filing, all reports on Forms 10-K filed with the Securities and Exchange Commission or a link thereto Commission, including audited consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on Borrower’s or another website on the internetsuch financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (viie) as soon as available, but in any event no later than October 31st of each calendar year (or more frequently as Bank may reasonably request), copies of the personal financial statements of the Personal Guarantor; (f) as soon as available, but in any event within five (5) days of filing but no later than October 31st of each calendar year, copies of Borrower’s tax returns with schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank; (g) as soon as available, but in any event no later than the earlier of thirty (30) days after following the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any beginning of Borrower’s Subsidiariesnext fiscal year or the date of approval by the Borrower’s Board of Directors, which annual operating projections (including income statements, balance sheets and cash flow statements may be provided presented in a monthly format) for the upcoming fiscal year, in form and substance reasonably satisfactory to Collateral Agent and each Lender by Borrower or directly from the applicable institution(sBank (each, a “Financial Plan”); (viiih) 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; (i) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; and (ixj) such budgets, sales projections, operating plans and plans, other financial information reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required to be delivered pursuant including information related 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 provides a link thereto to the Lenders, on verification of Borrower’s website on the internet at Borrower’s website addressAccounts as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared consolidated and consolidating cash based profit & loss including month end cash balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for such month (detailed by bank account), monthly bookings (detailed by product type), all certified by a Responsible Officer and in a form acceptable to Collateral AgentBank; (ii) as soon as available, but no later than thirty (30) days after the last day of each calendar quarter, a company prepared consolidated financial statements, including cash flow, profit & loss and income statement covering Borrower’s consolidated operations during the period, all certified by a Responsible Officer and in a form acceptable to Bank; (iii) as soon as available, but no later than one hundred eighty fifty (180150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; Bank (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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 provided that any firm associated with the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered Big Four” accounting firms or an affiliate thereof is deemed acceptable to Collateral Agent and the Lenders no later than seven (7) days after such approvalBank); (iv) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of deliveryfiling, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetSEC; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viiiv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Hundred Fifty Seventy Five Thousand Dollars ($150,00075,000.00) or more; (vi) as soon as available, and at least annually, within ten (ix10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or amendments thereto, annual financial projections approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; (vii) as soon as available, and at least annually, within ten (10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or amendments thereto, capitalization tables or other financial information reasonably requested by Bank; (viii) as soon as available, and at least annually, within ten (10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or amendments thereto, budgets, sales projections, operating plans and or other financial information reasonably requested by Collateral Agent. Notwithstanding Bank; and (ix) copies of all notices (including Borrower’s board of directors presentations), minutes, consents and other materials that it provides to its board of directors at the foregoing, documents required to be same time they are 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressdirectors.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Collateral Agent: Bank; (i) as soon as available, but no later than thirty in any event within twenty five (3025) days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, Debt and all reports on Form Forms 10-K, 10K and l0-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internetCommission; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyrightthereof, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of One Two Hundred Fifty Thousand Dollars ($150,000250,000) 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 twenty five (25) days prior to the end of Borrower’s fiscal year, a draft operating plan for the subsequent fiscal year; (vii) as soon as available, but in any event thirty (30) days after the beginning of Borrower’s fiscal year, an operating plan approved by Borrower’s board of directors and in form and substance acceptable to Bank; and (ixviii) such other budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Notwithstanding the foregoing, documents required request from time 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 provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addresstime.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) if information is not timely filed with the Securities and Exchange Commission, as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement, cash flow statement and recurring revenue report covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and each of its Subsidiaries for such month certified by a Responsible Officer and in a form acceptable to Collateral AgentOfficer; (ii) if information is not timely filed with the Securities and Exchange Commission, as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (provided that including no going concern comment or qualification) or otherwise consented to in writing by Bank on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iii) 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; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to such Loan Party or such Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more or any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (v) promptly upon receipt, each management letter prepared by Xxxxxxxx’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no in any event not later than sixty (60) days after the last day end of each of Borrower’s fiscal yearsyear, BorrowerXxxxxxxx’s financial and business projections and budget (on a quarterly basis, including income statements) for the entire current fiscal year as approved immediately following year, with evidence of approval thereof by Xxxxxxxx’s Board of Directors, and contemporaneously with delivery or approval 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders updates or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertychanges thereto; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; and (ix) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time, (viii) promptly following any request therefor, information and documentation reasonably requested by Collateral Agent. Notwithstanding Bank for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the foregoingPatriot Act and the Beneficial Ownership Regulation, (ix) prompt notice of the creation or acquisition of any Subsidiary, and (x) within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents required to and other filings with any Governmental Authority regarding compliance with or maintenance of governmental approvals or requirements of law or that could reasonably 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 expected to have been delivered a material effect on any of the governmental approvals or otherwise on the date on which operations of Borrower provides a link thereto to the Lenders, on Borrower’s website on the internet at Borrower’s website addressor any of its Subsidiaries.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than thirty in any event within twenty five (3025) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income statement and cash flow statement covering Borrower’s and each of its Subsidiaries for 's consolidated operations during such month certified by a Responsible Officer and period, in a form and certified by an officer of Borrower reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion (provided that on such opinion may contain a “going concern” explanatory statement relating to the need for additional debt and/or equity financing) on the financial statements from of an independent certified public accounting firm reasonably acceptable to Collateral Agent in its reasonable discretionBank; (iiic) as soon as available after approval thereof by Borrower’s Board promptly upon receipt of Directorsnotice thereof, but no later than sixty (60) 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”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, in lieu of the financial statement described in this Section 6.2(a), within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property of Borrower and (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by Borrower, or any of Borrower’s Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any of its Subsidiaries Subsidiary of One Hundred Fifty Thousand Dollars ($150,000100,000) or more; and (ixd) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agentrequest from time to time. Notwithstanding Within twenty five (25) days after the foregoinglast day of each month, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed beginning with the SECfirst month after the Bridge Maturity Date, 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 twenty five (25) may be delivered electronically and if so delivereddays after the last day of each month, beginning with the first month after the Bridge Maturity Date, Borrower shall be deemed deliver to Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall have been delivered on the date on which Borrower provides a link thereto right from time to the Lenders, on time hereafter to audit Borrower’s website on the internet 's Accounts at Borrower’s website address'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.