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

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) 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 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Prior to an IPO, Borrower shall will deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (bii) as soon as available, but in any event within one hundred eighty (180) no later than 180 days after the end last day of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ciii) 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; (d) promptly upon receipt of notice thereof, 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 Five Hundred Thousand Dollars ($500,000) 250,000 or more; (eiv) within 45 days after the end of the preceding fiscal year, Board approved financial projections for each fiscal year; (v) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each fiscal year month, aged listings of Borrower, accounts receivable and accounts payable; (ivi) 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 Bank reasonably requests, and (vii) so long as the Intellectual Property is Collateral, 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 any intellectual property security agreement between Borrower and Bank may or knowledge of an event that materially adversely affects the value of the Intellectual Property. (b) Commencing as of the IPO and thereafter, Borrower will deliver to Bank: (i) as soon as available, but no later than 90 days after the last day of Borrower’s fiscal year, an unqualified opinion on the financial statements for such fiscal year from an independent certified public accounting firm reasonably request from time acceptable to time. Within thirty Bank; and (30ii) 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 $250,000 or more. (c) Prior to the IPO, within 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth of Exhibit C. Commencing as of the IPO and thereafter, Borrower will deliver to Bank within 45 days after the last day of each fiscal quarter a Compliance Certificate signed by a Responsible Officer in the Client Reporting File. form of Exhibit C. (d) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless expense if an Event of Default has occurred and is continuing. The audit fee will be $750 per day.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to each Lender: (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 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower shall deliver to Bank a Borrowing Base Certificate signed and its Subsidiaries for such month certified by a Responsible Officer as being fairly stated in substantially all material respects (subject to normal year-end GAAP and audit adjustments and the absence of footnotes) and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than two hundred ten (210) days after the last day of Borrower’s fiscal year (and three hundred sixty-five (365) days after the last day of Borrower’s fiscal year ending December 31, 2016) or within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going-concern qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) 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 delivered under this Section 6.3(a)(iii) to Collateral Agent and the Client Reporting FileLenders 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 holders of Subordinated Debt; (v) in the event (and during the period) that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (vi) Borrower shall prompt notice of any material amendments of or other material changes to the capitalization table of Borrower and any amendments of or other changes to the Operating Documents of Borrower or any of its Subsidiaries, together with aged listings any copies reflecting such amendments or changes with respect thereto; (vii) prompt notice of accounts receivable any event (other than with respect to any third party) that could reasonably be expected to materially and accounts payableadversely affect the value of the Intellectual Property; (viii) 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 Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s), and (ix) other information as reasonably requested by Collateral Agent 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 shall posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address. (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements each Lender, a duly completed Compliance Certificate signed by a Responsible Officer Officer. (c) Keep proper books of record and account in substantially accordance with GAAP in all material respects (except for interim and unaudited financial statements), in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit sole cost of Borrower’s Accounts and appraise , Collateral at Borrower’s expenseAgent or any Lender, during regular business hours upon reasonable prior notice (provided that such no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits will shall be conducted no more often than twice every six year unless (6and more frequently if) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month Recurring Revenue report, and 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 calendar month, a company Borrower prepared consolidated balance sheet, income statementincome, 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D-2 hereto; (bc) as soon as available, but in any event within one hundred eighty fifty (180150) 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (cd) copies of all statements, reports, 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; (de) 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 One Hundred Thousand Dollars ($500,000100,000) or more, or any commercial tort claim acquired by Borrower; (ef) as soon as available, but in any event within thirty no later than ten (3010) days after prior to the end of each fiscal year beginning of Borrower’s next fiscal year, (i) annual operating budgets projections (including income statements, balance sheets, sheets and cash flow statements, statements presented in a monthly format) approved by month) Borrower’s Board of Directors for the upcoming fiscal year of Borroweryear, in form and substance reasonably satisfactory to Bank, 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 (fg) such budgets, sales projections, operating plans or plans, other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver the following to Bank: (ai) as soon as available, but in any event within thirty no later than five (305) days after filing with the end of each calendar monthSecurities and Exchange Commission, Borrower's 10-Q quarterly report and 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 (it being agreed that any financial statements substantially Compliance Certificate in the form previously delivered on or prior to of the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officerattached Exhibit C; (bii) as soon as available, but in any event within one hundred eighty no later than five (1805) days after filing with the end Securities and Exchange Commission Borrower's annual 10-K report and a Compliance Certificate in the form of the attached Exhibit C for the quarterly period then ending; (iii) as soon as available, but no later than 120 days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (civ) 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; (d) promptly upon receipt of notice thereof, 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 Five Hundred Thousand Dollars ($500,000) 100,000 or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (iiv) 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 as Bank may reasonably request from time requests. (b) If the Borrowing Base applies pursuant to time. Within thirty Section 2.1.1, Borrower will deliver to Bank within 20 days of the end of each month (30i) a Borrowing Base Certificate in the form of Exhibit D attached, (ii) an accounts receivable aging, (iii) an accounts payable aging, and (iv) within 20 days after the last day end of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially deferred revenue listing. (c) If more than $500,000 is outstanding under the form set forth in Committed Revolving Line at any one time, Bank shall have the Client Reporting Fileright to audit Borrower's Collateral annually at Borrower's expense. (d) Within five (5) days of filing with the Securities and Exchange Commission, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank copies of any filings with the monthly financial statements a Compliance Certificate signed by a Responsible Officer Securities and Exchange Commission not listed 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 appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (66.2(a) months unless an Event of Default has occurred and is continuingabove.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) 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 statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 '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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s 's investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreementneeded); (c) copies of all statements, reports, 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; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or 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 Five Two Hundred Thousand Dollars ($500,000200,000) or more; (e) as soon as available, but in any event within thirty forty-five (3045) days after the end beginning of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets, 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 '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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral at Borrower’s 's expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as availableDeliver to Agent, but in any event within thirty (30) days after with copies to each Lender, each of the end of each calendar monthfinancial statements, a company prepared consolidated balance sheet, income statementreports, and cash flow statement covering Borrower’s consolidated operations during such period, prepared other items set forth on Schedule 5.1 no later than the times specified therein. Parent agrees that it shall (i) not change its fiscal year and (ii) maintain a system of accounting that enables Parent to produce financial statements in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; . (b) as Not later than 1:00 p.m. on the last Business Day of each calendar week, the Borrowers shall deliver to Agent and each Lender a report (each, a “Weekly Report”) setting forth the actual cash flows for the immediately preceding calendar week with respect to each line item in the Approved Budget; provided, that each Weekly Report delivered during the week after a Test Date shall also set forth such cash flows for the Test Period most recently ended, together with the percentage, if any, by which such actual cash flows for each line item exceeded or were less than the cash flows set forth in the Approved Budget for such Test Period. (c) As soon as available, but available and in any event within one hundred eighty (180) days after not later than the end last Business Day of Borrower’s fiscal yeareach calendar week, audited consolidated financial statements of Borrower prepared an update to the Approved Budget then in accordance with GAAPeffect, consistently appliedin form and substance satisfactory to the Required Lenders, together with an unqualified opinion on for the subsequent 13-week period following such financial statements of an independent certified public accounting firm reasonably acceptable to Bank Business Day (it being understood that such update to the existing accounting firm Approved Budget then in effect shall contain no differences to the subsequent 12-week period from the Approved Budget then in effect); provided, however, that commencing with the last Business Day of the fourth full calendar week after the Closing Date and on every the last Business Day of the fourth calendar week thereafter, the Borrower and other nationally recognized accounting firms are reasonably acceptable may provide an update to Bankthe Approved Budget then in effect which reforecasts the subsequent 13-week period), which proposed updated reforecasted budget (once approved by the Required Lenders) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement)shall be deemed the Approved Budget then in effect; (c) copies provided, that no approval of all statements, reports, and notices sent or made available generally by Borrower to its security holders or the Required Lenders shall be required with respect to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with proposed update to the Securities and Exchange Commission; (d) 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 Approved Budget to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) extent the previously approved line items therein remain unchanged 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 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form same period set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer Approved Budget then 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 appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingeffect.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as available, but in a Borrowing Base Report (and any event schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end of each calendar month; (b) within thirty (30) days after the end of each month, (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger, and (iv) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during for such period, prepared in accordance with GAAP, consistently applied, month certified by a Responsible Officer and in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to “Monthly Financial Statements”); (d) within thirty (30) days after the Closing Date are reasonably acceptable to Bank) last day of each month and certified together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer; (b) , in the form attached hereto as soon Exhibit B, certifying that as available, but in any event within one hundred eighty (180) days after of the end of Borrower’s fiscal yearsuch month, audited consolidated financial statements of Borrower prepared was in accordance full compliance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm all of the Borrower terms and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under conditions of this Agreement); (c) 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 setting forth calculations showing compliance with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result financial covenants set forth in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; this Agreement; (e) as soon as available, but and in any event within thirty (30) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (i) annual operating budgets (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower), and (ii) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; and ; (f) as soon as available, and in any event within one hundred fifty (150) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such budgetsdocuments are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, sales projectionsshall be deemed to have been delivered on the date on which Borrower posts such documents, operating plans or other financial information as provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may reasonably request be by electronic mail) of the posting of any such documents; (h) 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; (i) 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, individually or in the aggregate, One Hundred Thousand Dollars ($100,000.00) or more; and (j) promptly, from time to time. Within thirty (30) days after the last day of each month, such other information regarding Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank or compliance with the monthly financial statements a Compliance Certificate signed terms of any Loan Documents as reasonably requested 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 appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingBank.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (bii) as soon as available, but in any event within one hundred eighty (180) no later than 45 days after the end last day of Borrower’s 2005 fiscal year, compiled consolidated financial statements prepared on a tax basis, consistently applied; (iii) as soon as available, but no later than 150 days after the last day of Borrower’s fiscal year2006 year and each fiscal year thereafter, audited compiled consolidated financial statements of Borrower prepared in accordance with GAAPon a tax basis, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (civ) within 5 days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionmade to members; (dv) promptly upon receipt of notice thereof, 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 Five Hundred Thousand Dollars ($500,000) 100,000 or more; (evi) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time requests; and (vii) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to time. any 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 value of the Intellectual Property. (b) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. of Exhibit D. (c) Borrower will allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such . Such audits will be conducted no more often than every six (6) months year unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as availableAt all times while any Advances are outstanding, but a Transaction Report (including sales, credit memos, collections journals, other Collateral adjustments, and any schedules related thereto), (i) in any the event within that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each calendar monthmonth and (ii) in all other cases, a company prepared consolidated balance sheetno later than Friday of each week (for the avoidance of doubt, 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date no Transaction Report shall be required if no Advances are reasonably acceptable to Bank) and certified by a Responsible Officer; outstanding); (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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within Within thirty (30) days after the end of each fiscal year of Borrowermonth, (iA) annual operating budgets monthly accounts receivable agings, aged by invoice date, (including income statementsB) monthly accounts payable agings, balance sheetsaged by invoice date, and cash flow statements(C) a Deferred Revenue report, if requested by month) for the upcoming fiscal year of BorrowerBank, and (iiD) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, but no later than March 31 of each calendar year annual financial projections for the following fiscal year as approved by Borrower’s board of directorsdirectors and commensurate in form and substance with those provided to Borrower’s venture capital investors; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP consistently applied, together with any related business forecasts used an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that notwithstanding the requirements of this Section 6.2(f) to the contrary, Borrower shall deliver to Bank the audited financial statements for the 2013 fiscal year no later than December 31, 2014); (g) in the preparation event that Borrower becomes subject to the reporting requirements under the Exchange Act, (i) Borrower’s annual report on form 10-K, as soon as available, and in any event within (A) one hundred eighty (180) days following the end of Borrower’s fiscal year or (B) in the event that Borrower has been granted an extension by the SEC with respect to any fiscal year of Borrower permitting the late filing by Borrower of any annual report on form 10-K, the earlier of (x) one hundred eighty (180) days following the end of Borrower’s fiscal year and (y) the last day of such annual financial projectionsextension period, (ii) Borrower’s quarterly reports on form 10-Q, as soon as available, and in any event within fifty (50) days following the end of each of the fiscal quarterly periods of each fiscal year of Borrower, and (iii) within five (5) days of filing, copies of all periodic (other than with respect to such reports delivered to Bank pursuant to these clauses (i) and (ii)) and other reports, proxy statements, and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be; provided, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; As to any information contained in the materials furnished pursuant to this clause (g), Borrower shall not be required separately to furnish such information under clauses (c) and (f). (h) such budgetsas soon as available, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within but no later than thirty (30) days after the last day of each month, monthly merchant services processing statements; (i) 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; (j) prompt report of any legal actions pending or threatened in writing against Borrower shall deliver or any of its Subsidiaries that could result in damages or costs to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth Borrower or any of its Subsidiaries of, individually or in the Client Reporting Fileaggregate, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly One Hundred Fifty Thousand Dollars ($150,000) or more; and (k) other financial statements a Compliance Certificate signed information reasonably requested 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 appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) (i) prior to the occurrence of a Triggering Event, unless the average of the sum of the Subsidiary Borrower Revolver Usage, Irish Loan Usage and Domestic Loan Usage (taken as a whole) over the immediately preceding 30 day period does not exceed $75,000,000, as soon as possible, but in any event, within 45 days after the end of each fiscal quarter, and (ii) if clause (i) is not applicable, as soon as available, but in any event within thirty 30 days (3045 days in the case of a fiscal month that is the end of one of the first 3 fiscal quarters in a fiscal year) days after the end of each calendar monthfiscal month during each of Domestic Parent's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated Domestic Parent's and its Subsidiaries' operations during such period, (b) if and when filed by Subsidiary Borrower, prepared copies of Subsidiary Borrower's income tax returns, and any amendments thereto, filed with the Inland Revenue Service, (c) if and when filed by Subsidiary Borrower and as requested by Agent, satisfactory evidence of payment of applicable excise taxes in accordance with GAAPeach jurisdictions in which (i) Subsidiary Borrower conducts business or is required to pay any such excise tax, consistently applied, (ii) where Subsidiary Borrower's failure to pay any such applicable excise tax would result in a form Lien on the properties or assets of Subsidiary Borrower, or (iii) where Subsidiary Borrower's failure to pay any such applicable excise tax reasonably acceptable could be expected to Bank result in a Material Adverse Change, (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bd) as soon as available, but in a senior officer of Subsidiary Borrower has knowledge of any event within one hundred eighty or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Subsidiary Borrower proposes to take with respect thereto, and (180e) days after upon the end request of Agent, any other report reasonably requested relating to the financial condition of Subsidiary Borrower’s fiscal year. Subsidiary Borrower agrees that its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Subsidiary Borrower Agent reasonably may request. Subsidiary Borrower waives the right to assert a confidential relationship, audited consolidated financial statements of Borrower prepared if any, it may have with any accounting firm or service bureau in connection with any information requested by Agent pursuant to or in accordance with GAAPthis Agreement, consistently applied, together with an unqualified opinion on and agrees that Agent may contact directly any such financial statements of an independent certified public accounting firm reasonably acceptable or service bureau in order to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) obtain such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuinginformation.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty no later than twenty-five (3025) days after the end last day of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (bii) as soon as available, but in any event within no later than one hundred eighty and fifty (180150) days after the end 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 of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank Bank; (it being understood iii) in the event that the existing accounting firm Borrower's stock becomes publicly held, within five (5) days of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K, 10- Q and 8-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000100,000.00) or more; (ev) as soon as available, but in any event within thirty not later than forty-five (30) days after the end 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 as Bank may reasonably request from time to time. Within thirty (3045) days after the last day of each monthBorrower's fiscal year, Borrower shall deliver to Bank Board approved Operating Plan (expressed on a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth monthly and quarterly basis); (vi) prompt notice of any material change in the Client Reporting Filecomposition of the Intellectual Property, together with aged listings or the registration of accounts receivable any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and accounts payable. Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vii) other financial information reasonably requested by Bank. (b) Borrower shall deliver to Bank with the monthly and annual financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth of Exhibit C." and inserting in lieu thereof the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.following:

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to each Lender: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar monthfiscal quarter, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering Borrower’s the consolidated operations during of Borrower and its Subsidiaries for such periodquarter, prepared in accordance with GAAPand a consolidating income statement for the Borrower and its Subsidiaries for such quarter, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Bank Collateral Agent; (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end last day of Borrower’s fiscal yearyear or within five (5) days of filing with the SEC, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of an from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or another independent certified public accounting firm reasonably acceptable to Bank Collateral Agent; (it being understood that iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than March 31 of each year, Borrower’s annual financial projections (including an operating budget) for the existing accounting firm entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections and budget shall be set forth in a month-by-month format (such annual financial projections and budget as originally delivered to Collateral Agent and the Lenders for each fiscal year are referred to herein as the “Annual Projections”; provided that, any revisions of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Annual Projections approved by Borrower’s investors provide additional equity as needed or Board of Directors shall be delivered to Collateral Agent and the Lenders no later than ten (ii10) days after such qualification exists due to a pending maturity under this Agreement); (c) copies of all statementsapproval and, reports, and notices sent or made available generally by unless Collateral Agent notifies 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; contrary in writing within thirty (d30) promptly upon days after 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 the term “Annual Projections” shall include such revisions); ($500,000) or more; (eiv) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within no later than thirty (30) days after the last day of each month, a company prepared revenue report covering the consolidated operations of Borrower shall deliver to Bank a Borrowing Base Certificate signed and its Subsidiaries for such month certified by a Responsible Officer and in substantially a form reasonably acceptable to Collateral Agent, including confirmation that Borrower is in compliance with Section 6.8 hereof for the form set forth preceding month; (v) within five (5) days of delivery, copies of all material written statements, reports and notices made available generally to Borrower’s security holders or holders of Subordinated Debt; (vi) in the Client Reporting Fileevent that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, together as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with aged listings the Securities and Exchange Commission, (vii) prompt notice of accounts receivable and accounts payable. any amendments or other changes to the Operating Documents of Borrower or any of its Subsidiaries; and, at the request of Collateral Agent or any Lender, Borrower shall promptly provide to Collateral Agent and each Lender, copies of such amendments or changes with respect thereto; (viii) prompt notice of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (ix) 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 Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); and (x) other financial information as reasonably requested by Collateral Agent 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, on Borrower’s website on the internet at Borrower’s website address. (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than forty-five (45) days after the last day of each fiscal quarter, deliver to Bank with the monthly financial statements each Lender, a duly completed Compliance Certificate signed by a Responsible Officer Officer; (c) Keep proper books of record and account in substantially accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit sole cost of Borrower’s Accounts and appraise , Collateral at Borrower’s expenseAgent or any Lender, during regular business hours upon reasonable prior notice (provided that such no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits will shall be conducted no more often than once every six year unless (6and more frequently if) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as availableWeekly accounts receivable agings and reconciliations, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statementaged by invoice date, and cash flow statement covering Borrower’s consolidated operations during such periodaccounts payable agings, prepared in accordance and transaction reports, together with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially Borrowing Base Certificate in the form previously of Exhibit B attached hereto, delivered on or prior to the Closing Date are 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 (it being understood that on the existing accounting firm last day of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so each week, as long as (i) Borrower’s investors provide additional equity as needed Revolving Loans are outstanding and each time an Advance is made, or (ii) such qualification exists due to if in a pending maturity under this Agreement); (c) copies of all statementsStreamline Period, 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within then no later than thirty (30) days after the last day of each month, provided that Borrower shall deliver gives Bank thirty (30) days’ notice to Bank request an Advance; (b) as soon as available, but no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form set forth in “Monthly Financial Statements”); (c) within thirty (30) days after the Client Reporting File, last day of each month and together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in the Client Reporting File. this Agreement and such other information as Bank shall have reasonably request, including, without limitation, a right from time statement that at the end of such month there were no held checks; (d) within thirty-one (31) days after the end of each fiscal year of Borrower, annual financial projections in the form provided to time hereafter to audit Borrower’s Accounts investors for such fiscal year as approved by Borrower’s board of directorss; and (e) as soon as available, and appraise Collateral in any event within 180 days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion. (f) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s expensewebsite address; (g) promptly inform Bank in writing of any claim, provided proceeding, litigation or investigation in the future threatened in writing or instituted against Borrower involving any single claim that such audits will can reasonably be conducted no more often than every six expected to result in liability in excess of $250,000, or $500,000 in the aggregate; and (6h) months unless an Event of Default has occurred and is continuingother financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver (a) Deliver to Agent and the following to BankLenders: (ai) 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 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within no later than thirty (30) days after the last day of each month, company prepared consolidated and consolidating financial statements covering the consolidated operations of Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer and its Subsidiaries for such period in substantially the form set forth in provided to the Client Reporting FileMajor Investors of Borrower (which, for the avoidance of doubt, shall include consolidated and consolidating 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 twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with aged listings an unqualified opinion on the financial statements from an independent certified public accounting firm of accounts receivable national standing selected by Borrower; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than the earlier of (A) January 31 of each calendar year or (B) seven (7) days after such approval, Borrower’s annual budget and accounts payable. financial projections as approved by Borrower’s Board of Directors, which shall be in the form provided to the Major Investors of Borrower shall (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or 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, 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) 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 Two Hundred and Fifty Thousand Dollars ($250,000) or more or could result in a Material Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Agent. (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements Agent, a duly completed Compliance Certificate signed by a Responsible Officer Officer. (c) Keep proper books of record and account in substantially accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the form set forth in sole cost of Borrower, Agent and the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expenseLenders, provided that such audits will be conducted no more often than every six during regular business hours upon reasonable prior notice (6) months unless except while an Event of Default has occurred and is continuing) up to twice per year, (i) to visit and inspect any of its properties in a reasonable manner, to examine and make abstracts or copies from any of Borrower’s Books, and (ii) to conduct a reasonable collateral audit and analysis of its operations and the Collateral (provided that Borrower shall not be obligated to provide access to or disclose any information that is expressly prohibited to be disclosed by applicable federal or state Law or by a court order or decree; provided, however, that, to the extent that any such court order or decree has been issued pursuant to a consent order requested by the parties to any such litigation such consent order shall include express permission to disclose any such consent order or court order or decree to Agent and Lenders in accordance with this Agreement, including for the avoidance of doubt, Section 12.9) to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants; provided that Borrower shall only be required to make commercially reasonable efforts to include the independent public accountants. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, Agent and the Lenders may exercise its rights under this Section 6.2 any number of times per year. (d) Within ten (10) days of (i) acquiring and/or developing any new Intellectual Property or (ii) entering or becoming bound by any additional license agreement (other than over-the-counter software that is commercially available to the public) and within three (3) days of any other material change in Borrower’s Intellectual Property from that listed on Perfection Certificate, deliver to Agent an updated Perfection Certificate reflecting same. Borrower shall take such commercially reasonable steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents; provided that Borrower shall not be required to obtain such consent or waiver required pursuant to this sentence with respect to any licenses granted in connection with the Palomar Litigation. (e) If, after the Effective Date, Borrower determines to manufacture, sell, develop, test or market any new Product, Borrower shall give prior written notice to Agent of such determination (which shall include a brief description of such Product, plus a list of all Required Permits relating to such new Product (and a copy of such Required Permits if requested by Agent) and/or Borrower’s manufacture, sale, development, testing or marketing thereof issued or outstanding as of the date of such notice), along with a copy of an updated Perfection Certificate; provided, however, that if Borrower shall at any time obtain any new or additional Required Permits from the FDA, DEA, or parallel state or local authorities, or foreign counterparts of the FDA, DEA, or parallel state or local authorities, with respect to any Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, with aged listings of accounts receivable and accounts payable by invoice date, along with due date aging for export related accounts receivable; (b) as soon as available, but in any event 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 monthquarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably 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; (bd) 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 Bank; (it being understood that the existing 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 of the Borrower and other nationally recognized accounting firms are 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 an opinion qualified for going concern so long as (i) the date of review by such Borrower’s investors provide additional equity as needed or board of directors/managers, an annual operating budget and financial projections (iiincluding income statements, balance sheets and cash flow statements) for such qualification exists due 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 pending maturity under this Agreement“Financial Plan”); (cg) copies of all statements, reports, reports and notices sent or made available generally by a Borrower to its security holders members or stockholders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K Q and 10-Q K filed with the Securities and Exchange CommissionCommission (acknowledging that Bank’s timely receipt of Borrower’s Form 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), respectively); (dh) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of One Hundred Twenty Five Hundred Thousand Dollars ($500,000125,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of Borrower, (i) annual operating budgets upon Bank’s request (including income statementsbut no more frequently than quarterly), balance sheets, and cash flow statements, by montha report of Borrowers’ adjusted EBITDA; (j) for copies of any financial statements or other reporting with respect to 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 JV Entity when such annual financial projectionsis available; and (fk) such budgets, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankAgent: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthmonth during each of Borrowers’ Fiscal years (or 45 days after end of the last month in each Fiscal quarter), a company Borrower prepared consolidated balance sheet, income statement, and and, on a quarterly basis only, a statement of cash flow statement covering Borrower’s consolidated the Borrowers’ and their Subsidiaries operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank ; and (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrower’s fiscal each of the Borrowers’ Fiscal years, financial statements of Borrowers and their Subsidiaries for each such Fiscal year, audited consolidated financial statements of Borrower by independent certified public accountants from a “Big 4” accounting firm or such other accounting firm as is reasonably acceptable to Agent and certified, without any material qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower shall include a consolidated balance sheet, profit and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) copies of all statements, reportsloss statement, and notices sent or made available generally by Borrower to its security holders or to any holders statement of Subordinated Debt cash flow and, if applicableprepared, all reports on Forms such accountants’ letter to management. (b) Together with the above, Borrowers also shall deliver to Agent Borrowers’ Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrowers with the Securities and Exchange Commission; (d) 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 ($500,000) or more; (e) if any, as soon as available, but in any event within thirty (30) days after the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheetssame are filed, and cash flow statements, any other report reasonably requested by Agent relating to the financial condition of Borrowers. (c) Each 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 budgetsstatements provided pursuant to Section 6.3(a), sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (30) days after the last day of each month, Borrower Borrowers shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements Agent a Compliance Certificate signed by a Responsible Officer its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to Agent hereunder have been prepared in substantially the form set forth accordance with GAAP (except, in the Client Reporting File. Bank shall case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the consolidated financial condition of the Borrowers and their Subsidiaries, (ii) the representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Section 7.2 is to be tested, the Borrowers are in compliance at the end of such period with the applicable financial covenants contained in Section 7.20 (and demonstrating such compliance in reasonable detail), (iv) in any month in which any principal amount of Indebtedness arising under the Indenture is redeemed, a statement of the principal amount of such Indebtedness redeemed during such month and during the term hereof; and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any noncompliance, describing such non-compliance as to which he or she may have a right knowledge and what action such Borrower has taken, is taking, or proposes to take with respect thereto). (d) Poolmart shall, from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expensetime, provided that such audits will be conducted no not more often frequently than every six (6) months once in any year unless an Event of Default has occurred and is continuing, at the request of the Agent cause its independent certified public accountants to meet and confer with Agent, in the presence of management of Poolmart, to discuss with Agent the Borrowers’ financial affairs. (e) As soon as available, but in any event within ninety (90) days after the last Business Day of each Fiscal year, copies of Borrowers’ Business Plan, for the forthcoming year, setting forth the Borrowers’ Projections, on a quarter-by-quarter basis, for the upcoming Fiscal year, certified by the chief financial officer of Borrowers (in such officer’s capacity as such and not individually) as being prepared in good faith based on assumptions believed by management of the Borrowers to be reasonable at the time made (it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and that such difference may be material). (f) Upon the request of Agent, any other report reasonably requested relating to the financial condition of the Borrowers.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as available, but in any event within thirty fifteen (3015) days after the end last day of each month and together with any Advance request, a transaction report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s and its Subsidiaries’ consolidated Monthly Recurring Revenue), which shall include, without limitation, Borrower’s and its Subsidiaries’ consolidated Monthly Recurring Revenue, including, without limitation, details of Monthly Recurring Revenue at the beginning of each calendar month, lost Monthly Recurring Revenue, new Monthly Recurring Revenue, new Monthly Recurring Revenue from up-sales or expansion revenues, total subscribers, new subscribers and lost subscribers, Advance Rate and Net Churn Percentage, including a company prepared consolidated balance sheetdeclaration with respect to the Monthly Recurring Revenues attributable to the Non-Borrowing Subsidiaries, income statementall as reasonably requested by Bank, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, each in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in such report, the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; “Transaction Report”); (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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within no later than thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed company prepared consolidated balance sheet (including consolidating balance sheet), income statement covering Borrower’s and its Subsidiaries’ consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form set forth in “Monthly Financial Statements”); (c) within thirty (30) days after the Client Reporting File, last day of each month and together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the Client Reporting File. Bank shall have a right from time to time hereafter to audit end of such month there were no held checks; (d) as soon as available, and at least annually, within ten (10) days of approval by Borrower’s Accounts Board, and appraise Collateral contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower, (B) material changes to the capitalization table and in any event any changes that constitute a change of more than 10% in the Company’s share capital (provided that following consummation of a Qualified IPO, Borrower shall report Bank on any such changes to the capitalization table on a quarterly basis), and (C) annual financial and sales projections for the following fiscal year approved by Borrower’s Board and commensurate in form and substance with those provided to Borrower’s venture capital investors; (e) as soon as available, and in any event within one hundred fifty (150) days following the end of Borrower’s and its Subsidiaries’ fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank (provided that any firm associated with the “Big Four” accounting firms or an affiliate thereof is deemed acceptable to Bank); (f) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s expensewebsite address; provided, provided however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (g) 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; (h) prompt report of any legal actions pending or threatened in writing against Borrower that such audits will be conducted no more often than every six could result in damages or costs to Borrower of, individually or in the aggregate, Five Hundred Thousand Dollars (6$500,000) months unless an Event of Default has occurred and is continuing.or more;

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: Agent, with copies to each Lender: (a) as soon as available, but in any event within thirty 30 days (3045 days in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) days after the end of each calendar month, month during each of Borrower’s fiscal years, (i) a company prepared consolidated balance sheet, income statementstatement (including an income statement on a Station-by-Station basis), and statement of cash flow statement covering Borrower’s consolidated and its Subsidiaries’ operations during such period, and a reasonably-detailed narrative on the performance of Borrower and its Subsidiaries relative to the budget then in effect and delivered by Borrower to Agent, (ii) a certificate signed by the chief financial officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAPGAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, (B) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects (or, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable extent of any representation and warranty being untrue or incorrect, describing such lack of truth or correctness as to Bankwhich he or she may have knowledge and what action Borrower has taken, is taking or proposes to take with respect thereto) on and certified by as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any condition or event that constitutes a Responsible Officer; Default or Event of Default (or, to the extent of any non-compliance with this Agreement or any other Loan Document, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (b) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of each of Borrower’s fiscal years, (i) financial statements of Borrower and its Subsidiaries for each such fiscal year, audited consolidated financial statements by independent certified public accountants reasonably acceptable to Agent (KPMG LLP being acceptable to Agent as of Borrower the date hereof) and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on GAAP (such audited financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable include, if prepared, such accountants’ letter to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or management), and (ii) such qualification exists due to an internally prepared balance sheet, income statement, and statement of cash flow on a pending maturity under this Agreement); per Station basis as well as on the basis of the overall Station group of Borrower and its Subsidiaries, (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) 30 days after prior to the end start of each fiscal year of Borrower’s fiscal years, copies of Borrower’s Projections, in form, scope, and underlying assumptions satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Borrower and as being such officer’s good faith best estimate of the financial performance of Borrower and its Subsidiaries during the period covered thereby, (d) if and when filed by Borrower, (i) Form 10-Q quarterly reports, Form 10-K annual operating budgets (including income statements, balance sheetsreports, and cash flow statements, by month) for the upcoming fiscal year of Borrower, and Form 8-K current reports, (ii) annual financial projections for any other filings made by Borrower with the following fiscal year as approved SEC, (iii) if requested, copies of Borrower’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Borrower’s board ultimate parent to its shareholders generally, (e) if and when filed by Borrower and as requested by Agent, satisfactory evidence of directorspayment of applicable excise taxes (other than those that are the subject of a Permitted Protest) in each jurisdiction in which (i) any Obligor conducts business or is required to pay any such excise tax, together with (ii) where any related business forecasts used Obligor’s failure to pay any such applicable excise tax would result in a Lien on the preparation properties or assets of any Obligor, or (iii) where any Obligor’s failure to pay any such annual financial projections; and applicable excise tax reasonably could be expected to result in a Material Adverse Change, (f) such budgets, sales projections, operating plans as soon as Borrower has knowledge of any event or other financial information 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 condition that constitutes a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless Default or an Event of Default has occurred Default, notice thereof and is continuinga statement of the curative action that Borrower proposes to take with respect thereto, (g) upon the request of Agent, any other report reasonably requested relating to the financial condition of Borrower and its Subsidiaries, and (h) within 15 days prior to the start of each of Borrower’s fiscal months and within 10 days prior to the consummation of any Permitted Station Disposition, copies of Borrower’s Projections, in form, scope, and underlying assumptions satisfactory to Agent, in its Permitted Discretion, for the forthcoming 6 months, month by month, certified by the chief financial officer of Borrower and as being such officer’s good faith best estimate of the financial performance of Borrower and its Subsidiaries during the period covered thereby. The financial statements described above shall be prepared on both a consolidated and consolidating (per Station and related License Company) basis and agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees that its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower Agent reasonably may request. Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Agent pursuant to or in accordance with this Agreement, and agrees that Agent may contact directly any such accounting firm or service bureau in order to obtain such information.

Financial Statements, Reports, Certificates. a. Borrower shall deliver provide Bank with the following following: (i) within thirty (30) days after the end of each month, a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date); provided, however, Borrower’s monthly accounts receivable agings and accounts payable, aged by invoice date, for the month ending January 31, 2007, shall be delivered to Bank: Bank no later than March 15, 2007; (aii) as soon as available, but and in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheetmonthly unaudited financial statements; provided, income statementhowever, and cash flow statement covering Borrower’s consolidated operations during such periodmonthly unaudited financial statements for the month ending January 31, prepared in accordance with GAAP2007, consistently applied, in a form reasonably acceptable shall be delivered to Bank no later than March 15, 2007; (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bankiii) 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each month, a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; provided, however, Borrower’s monthly Compliance Certificate signed by a Responsible Officer for the month ending January 31, 2007, shall be delivered to Bank no later than March 15, 2007; (iv) thirty (30) days prior to the end of each fiscal year of Borrower, (i) annual internal operating budgets plans (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) prior to the end of each fiscal year of Borrower, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (v) as soon as available, and in any event within one hundred twenty (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (30120) days after following the last day end of each monthBorrower’s fiscal year, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly annual financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Filecertified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank. 3.3. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.Section 6.3

Financial Statements, Reports, Certificates. (a) Each Borrower shall deliver the following to Bank, unless otherwise noted: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible Officer; (b) Officer and in substantially the same form 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 provided to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or in connection with its underwriting; (ii) such qualification exists due to a pending maturity under this Agreement); (cA) within five (5) days of mailing, copies of all statements, reports, reports and notices sent or made available generally by Borrower mailed to its GTTI’s security holders or to any holders of Subordinated Debt andand (B) within five (5) days of filing, if applicablesuch reports have not been made public, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (diii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000100,000.00) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (iiiv) 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 as Bank may reasonably request from time to time. requested by Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) During any Subject Month in which the Streamline Advance Rate applies, provide Bank with, as soon as available, but no later than five (5) days following each Reconciliation Period, a Streamline Accounts Listing. (d) No later than five (5) days following each Reconciliation Period, an EMEA Accounts Listing. (e) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay. (f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in substantially the same form set forth as provided to Bank in connection with its underwriting. (g) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in substantially the Client Reporting File. same form as provided to Bank shall have a right from time to time hereafter in connection with its underwriting. (h) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and appraise Collateral accounts receivable, at Borrower’s expense, provided upon reasonable notice to Borrower; provided, however, that such audits Borrower shall be obligated to pay for not more than one (1) audit per year, unless an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Bank may audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from Borrower. Notwithstanding anything to the contrary herein, Bank will be conducted no more often than every six (6) months postpone Borrowers’ 2009 audit until March, 2010, unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Each Co-Borrower shall deliver the following to BankLender: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Co-Borrower prepared consolidated Consolidated balance sheet, Consolidated income statement, statement and Consolidated cash flow statement covering each Co-Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by such Co-Borrower’s president, treasurer, chief financial officer or vice president of finance (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of each Co-Borrower’s fiscal year, audited consolidated Consolidated financial statements of each Co-Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank Lender (it being understood acknowledged and agreed that Deloitte is acceptable to Lender); provided, that such financial statements shall not contain a “going concern” qualification or statement, except to the existing accounting firm extent (and only to the extent) that such “going concern” qualification or statement relates to the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Borrower Loans and other nationally recognized accounting firms are reasonably acceptable to Bankwhich qualification or statement is solely a consequence of such impending stated final maturity date under this Agreement; and (c) as soon as available, but in any event within sixty (or an opinion qualified for going concern so long as 60) days after the earlier of (i) the end of each Co-Borrower’s investors provide additional equity as needed fiscal year or (ii) the date of each Co-Borrower’s board of directors’ adoption, each Co-Borrower’s operating budget and plan for the next fiscal year; and (d) such qualification exists due other financial information as Lender may reasonably request from time to time. From and after such time as any Co-Borrower becomes a pending maturity under this Agreement)publicly reporting company, promptly as they are available and in any event: (i) within five (5) days of the time of filing of such Co-Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of such Co-Borrower, the financial statements of such Co-Borrower filed with such Form 10-K; and (cii) within five (5) days of the time of filing of such Co-Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of such Co-Borrower, the Consolidated financial statements of such Co-Borrower filed with such Form 10-Q. In addition, each Co-Borrower shall deliver to Lender (A) promptly upon becoming available, copies of all statements, reports, reports and notices sent or made available generally by each Co-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; (dB) promptly upon receipt of notice thereof, a report of any material legal actions pending or threatened in writing against any Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving any Co-Borrower or any Subsidiary is commenced that could is reasonably expected to result in damages or costs to any Co-Borrower or any Subsidiary Co-Borrowers in the aggregate of Five Two Hundred Fifty Thousand Dollars ($500,000250,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Each Co-Borrower shall deliver the following to Bankeach Lender: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Co-Borrower prepared consolidated Consolidated balance sheet, Consolidated income statement, statement and Consolidated cash flow statement covering each Co-Borrower’s consolidated operations during such period, prepared in accordance with GAAPand aging of each Co-Borrower’s accounts receivable and accounts payable, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and all certified by such Co-Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); provided that, following completion of the Business Combination Transaction or from and after such time as Borrower Representative becomes a publicly reporting company, as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter, a Co-Borrower prepared Consolidated balance sheet, Consolidated income statement and Consolidated cash flow statement covering each Co-Borrower’s operations during such period, and aging of each Co-Borrower’s accounts receivable and accounts payable, all certified by such Co-Borrower’s president, treasurer or chief financial officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of each Co-Borrower’s fiscal year, audited consolidated Consolidated financial statements of each Co-Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement)Lenders; (c) as soon as available, but in any event within sixty (60) days after the end of each Co-Borrower’s fiscal year, each Co-Borrower’s board-approved 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. In addition, each Co-Borrower shall deliver to each Lender (A) promptly upon becoming available, copies of all statements, reports, reports and notices sent or made available generally by such Co-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; (dB) promptly upon receipt of notice thereof, a report of any material legal actions pending or threatened against such Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving such Co-Borrower or any Subsidiary is commenced that could is reasonably expected to result in damages or costs to any Co-Borrower or any Subsidiary Co-Borrowers in the aggregate of Two Hundred Eighty Seven Thousand Five Hundred Thousand Dollars ($500,000287,500) or more; (e) . From and after such time as soon any Co-Borrower becomes a publicly reporting company, promptly as available, but they are available and in any event within thirty event: (30i) days at the time of filing of such Co-Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of such Co-Borrower, (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) for the upcoming fiscal year financial statements of Borrower, such Co-Borrower filed with such Form 10-K; and (ii) annual financial projections for at the following fiscal year as approved by time of filing of such Co-Borrower’s board Form 10-Q with the Securities and Exchange Commission after the end of directors, together with any related business forecasts used in each of the preparation first three fiscal quarters of such annual financial projections; and (f) such budgetsCo-Borrower, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly Consolidated financial statements a 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 appraise Collateral at Borrower’s expense, provided that of such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.Co-Borrower filed with such Form 10-Q.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) upon each request for an Advance and (x) no later than Friday of each week when a Streamline Period is not in effect and (y) within seven (7) days after the last day of each month, (i) a Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts), (ii) an accounts receivable ledger aging report, and (iii) monthly perpetual inventory reports for Inventory valued on an average cost basis at the lower of cost or market (in accordance with GAAP), Inventory transaction report, or such other inventory reports as soon as available, but are requested by Bank in any event its good faith business judgment; (b) within thirty (30) days after the end last day of each calendar month, (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), sell through report, Deferred Revenue report, and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during for such period, prepared in accordance with GAAP, consistently applied, month in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially the “Monthly Financial Statements”) and to the extent not already provided in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (b) Monthly Financial Statements, 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) last day of each month, a monthly statement or “screen shot” showing amounts in the [***] (or an opinion qualified for going concern so long each as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreementhereafter defined); (c) 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; ; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request; (e) within the earlier of January 31st of each fiscal year or fifteen (15) days after the approval by Borrower’s Board of BorrowerDirectors, (i1) annual operating budgets (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii2) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; and ; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except for a qualification with respect to going concern that is typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (g) prompt written notice of any changes to the beneficial ownership information set out in Section 2 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such budgetstrue, sales projectionsaccurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, operating plans verify and record information about the beneficial owners of its legal entity customers. (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or other financial information all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may reasonably request from time to time. Within be by electronic mail) of the posting of any such documents; (i) a copy of each 409(a) valuation report for Borrower’s capital stock within thirty (30) days after completion thereof and more frequently as updated; (j) 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; (k) 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, individually or in the last day aggregate, One Hundred Thousand Dollars ($100,000) or more; and (l) promptly, from time to time, such other information regarding Borrower or compliance with the terms of each monthany Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, Borrower shall deliver to Bank a Borrowing Base Certificate signed Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by a Responsible Officer Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct in substantially all material respects, (ii) as of the form end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the Client Reporting Filedate of such submission, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event Events of Default has have occurred and is are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: : (ai) as soon as available, but in any event within thirty no later than forty (3040) days after the end last day of each calendar monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, sheet and income statement, statement prepared under GAAP (subject to the absence of footnotes and cash flow statement year-end adjustments) covering Borrower’s consolidated and each of its Subsidiary’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible Officer; Officer and in a form acceptable to Bank; (bii) as soon as available, but in any event within one hundred eighty no later than (180A) ninety (90) days after the end last day of Borrower’s fiscal year, unaudited consolidated and consolidating financial statements prepared under GAAP, consistently applied, and (B) one hundred-twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion; (it being understood that the existing accounting firm iii) within five (5) days of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) delivery, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicableor the holders of the 2013 Indenture or 2023 Indenture; (iv) within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; Commission or a link thereto on Borrower’s or another website on the Internet; (dv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars its Subsidiaries of $250,000 or more to the extent not covered by insurance, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change ($500,000collectively, “Material Litigation”); (vi) or more; prompt notice of an event that materially and adversely affects the value of the Intellectual Property; (evii) as soon as available, but in any event within thirty no later than sixty (3060) days after the end of each fiscal year last day of Borrower’s fiscal year, (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 board approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and and (fviii) such budgets, sales projections, operating plans or and other financial information as reasonably requested by Bank. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank may reasonably request from time to time. of the Compliance Certificates required by Section 6.2(a)(ii). (i) Within thirty (30) days after the last day of each monthquarter (unless there are no outstanding Advances), Borrower shall provided that the Credit Extensions have exceeded the Threshold Amount, and (ii) if Advances exceed the Threshold Amount within five (5) days prior to each Funding Date, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting FileOfficer, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements payable (by invoice date) and a Deferred Revenue report; (c) Within five (5) days of filing any Form 10-K or 10-Q, a duly completed Compliance Certificate signed by a Responsible Officer in substantially of Borrower setting forth calculations showing compliance with the form financial covenants set forth in the Client Reporting File. this Agreement. (d) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise the Collateral at Borrower’s expenseexpense within sixty (60) days of the Effective Date, and thereafter, provided that such the Credit Extensions have exceeded the Threshold Amount, additional audits will may be conducted no more often than every six (6) months unless once per year. Notwithstanding any of the foregoing, if a Default or an Event of Default has occurred and is continuingcontinuing or if there is a deterioration in the Collateral and/or financial performance of Borrower or any of its Subsidiaries, Bank may require additional audits at its option.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as availablea Borrowing Base Report (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, but in any event (ii) within thirty (30) days after the end of each calendar month, and (iii) no later than Friday of each week during any Off-Streamline Period that is not 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; Non-Borrowing Period; (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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of Borrowermonth, (i) annual operating budgets monthly accounts receivable agings, aged by invoice date, (including income statementsii) monthly accounts payable agings, balance sheetsaged by invoice date, and cash flow statementsoutstanding or held check registers, by month) for the upcoming fiscal year of Borrowerif any, and (iiiii) annual financial projections for the following fiscal year monthly reconciliations of accounts receivable agings (aged by invoice date), Deferred Revenue report, general ledger, and a detailed Account Debtor listing; (c) as approved by Borrower’s board of directorssoon as available, 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 as Bank may reasonably request from time to time. Within but no later than thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month, certified by a Responsible Officer and in substantially a form acceptable to Bank (the form set forth in “Monthly Financial Statements”); (d) within thirty (30) days after the Client Reporting File, last day of each month and together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the Client Reporting Fileend of such month, there were no held checks; (e) within thirty (30) days after the last day of each month, a written report setting forth Borrower’s Cash and Excess Availability for the immediately prior calendar month in a form acceptable to Bank; (f) as soon as available, but no later than sixty (60) days after the last day of each fiscal year of Borrower, and contemporaneously with any updates or changes thereto, or more frequently as Bank may request, annual operating budgets and financial projections as approved by the Board; (g) within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank shall have a right in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but no later than five (5) days after filing Borrower’s Form 10-K with the SEC, audited consolidated financial statements of Borrower prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (i) 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; (j) prompt report of any legal actions pending or threatened in writing 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, individually or in the aggregate, One Hundred Thousand Dollars ($100,000.00) or more; and (k) promptly, from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expensetime, provided that such audits will be conducted no more often than every six (6) months unless an Event other information regarding Borrower or compliance with the terms of Default has occurred and is continuingany Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to BankAgent, with copies to each Lender: (a) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthmonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) 90 days after the end of each fiscal year of Borrower's fiscal years, (i) annual operating budgets (including income statementsfinancial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP. Such audited financial statements shall include a balance sheetssheet, profit and loss statement, and statement of cash flow statementsand, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by month) for Borrower with the upcoming fiscal year SEC, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower, and (ii) annual financial projections for the following fiscal year as approved by Borrower’s board of directors. Each month, 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 as Bank may reasonably request from time statements provided pursuant to time. Within thirty (30) days after the last day of each monthSection 6.3(a), Borrower shall deliver to Bank Agent, with copies to each Lender, a Borrowing Base Certificate certificate signed by a Responsible Officer its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in substantially the form set forth accordance with GAAP (except, in the Client Reporting Filecase of unaudited financial statements, together for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with aged listings the applicable financial covenants contained in Section 7.20, and (iv) on the date of accounts receivable delivery of such certificate to Agent there does not exist any condition or event that constitutes a Potential Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and accounts payablewhat action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Bank with the monthly financial statements a 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 appraise Collateral Agent, at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event copies of Default has occurred Borrower's financial statements, papers related thereto, and is continuingother accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Borrower (a) Each Credit Party shall deliver the following to BankAgent and each Lender: (ai) as soon as available, but in any event within thirty no later than (30x) forty-five (45) days after the end last day of each calendar monthof March, a company prepared consolidated balance sheetJune, income statement, September 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 BorrowerDecember, and (iiy) 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 as Bank may reasonably request from time to time. Within thirty (30) days after the last day of each other month, a company prepared consolidated (and upon Agent’s reasonable request, consolidating) balance sheet, income statement and cash flow statement covering such Credit Party’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Agent and each Lender; (ii) as soon as available, but no later than ninety (90) days after the last day of a Credit Party’s fiscal year, audited consolidated (and upon Agent’s reasonable request, consolidating) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going (b) Within (x) forty-five (45) days after the last day of each of March, June, September and December, and (y) thirty (30) days after the last day of each other month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable Agent and accounts payable. Borrower shall deliver to Bank each Lender with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer in substantially the Officer. The Compliance Certificate shall include, without limitation, (i) a statement and report, on a form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit approved by Agent, detailing Borrower’s Accounts calculations of compliance with Article 9 (to the extent applicable), (ii) the monthly cash and appraise Cash Equivalents of Borrower and Borrower and its consolidated Subsidiaries and, if requested by Agent, bank statements and (iii) if reasonably requested by Agent, back-up documentation (including, without limitation, invoices, receipts and other evidence of costs incurred during such quarter as Agent shall reasonably require) evidencing the propriety of the calculations. (c) Borrower shall cause each Credit Party to keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon at least three (3) Business Days prior written notice and during normal business hours (which such limitations shall not apply if a Default or Event of Default has occurred and is continuing), Borrower shall allow, and cause each Credit Party to allow, Agent and the Lenders to visit and inspect any properties of a Credit Party, to examine and make abstracts or copies from any Credit Party’s books, to conduct a collateral audit and analysis of its operations and the Collateral at Borrower’s expenseto verify the amount and age of the accounts, provided that such audits will be conducted no more often than every six (6) months the identity and credit of the respective account debtors, to review the billing practices of the Credit Party and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants once per fiscal year unless an Event of Default has occurred and is continuing. Borrower shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such visits and inspections; provided, however, that Borrower shall be required to reimburse Agent and each Lender for such costs and expenses for no more than one (1) such visits and inspections per twelve (12) month period unless an Event of Default has occurred and is continuing at the time such an inspection or visit occurs. (d) Borrower shall, and shall cause each Credit Party to, deliver to Agent and each Lender, within ten (10) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Required Permits material to Borrower’s business or otherwise on the operations of Borrower or any of its Subsidiaries. (e) Borrower shall, and shall cause each Credit Party to, promptly, but in any event within five (5) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Change, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto. (f) Borrower shall, and shall cause each Credit Party to, promptly after the request by any Lender, provide all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bankeach Lender: (ai) 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 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within no later than thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower, and each of Borrower’s Subsidiaries, for such month certified by a Responsible Officer and in substantially a form reasonably acceptable to Collateral Agent and no later than thirty (30) days after the last day of each quarter, a company prepared cash flow statement covering the consolidated operations of Borrower, and each of Borrower’s Subsidiaries, for such 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 (180) days after the last day of Borrower’s fiscal year, or within five (5) days of filing with the Securities and Exchange Commission, audited consolidated financial statements of Borrower prepared under GAAP, consistently applied, together with an unqualified opinion (or an opinion qualified only as to going concern) 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 ten (10) days after the last day of each of Borrower’s fiscal years, Borrower’s financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual projections shall be set forth in a month-by-month format (such annual financial projections as originally delivered to Collateral Agent and the Client Reporting FileLenders are referred to herein as the “Annual Projections”; provided that, together 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 holders of Subordinated Debt; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8 K filed with aged listings the Securities and Exchange Commission (provided that documents required to be delivered pursuant to this clause (v) shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address); (vi) prompt notice of accounts receivable (A) any material change in the composition of the Intellectual Property, (B) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and accounts payable(C) 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) other financial information as reasonably requested by Collateral Agent 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 shall posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address. (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements each Lender, a duly completed Compliance Certificate signed by a Responsible Officer Officer. (c) Keep proper books of record and account in substantially accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the form set forth in sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (except while an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Client Reporting FileCollateral. Bank Such audits shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than twice every six year unless (6and more frequently if) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as availablea Transaction Report (and any schedules related thereto, but in any event including, without limitation, Recurring Revenue calculation) (i) with each request for an Advance, (ii) prior to the occurrence of the Capital Raise, monthly within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheetand (iii) after the occurrence of the Capital Raise, 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 monthly within forty-five (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (18045) 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as each month; (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due prior to a pending maturity under this Agreement); (c) copies the occurrence of all statementsthe Capital Raise, 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of Borrowermonth, (iA) annual operating budgets monthly accounts receivable agings, aged by invoice date, (including income statementsB) monthly accounts payable agings, balance sheetsaged by invoice date, and cash flow statementsoutstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by month) for the upcoming fiscal year invoice date), transaction reports, report of BorrowerDeferred Revenue, and general ledger; and (ii) annual financial projections for after the following fiscal year occurrence of the Capital Raise, such reports in this clause (b) shall be due within 45 day after the end of each month; (c) (i) prior to the occurrence of the Capital Raise, as approved by Borrower’s board of directorssoon as available, together with but in 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 as Bank may reasonably request from time to time. Within event no later than thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form set forth “Monthly Financial Statements”); and (ii) after the occurrence of the Capital Raise, such Monthly Financial Statements shall be due as soon as available, but in any event no later than forty-five (45) days after the Client Reporting File, end of each month; (d) within thirty (30) days after the last day of each month (forty-five (45) days after the occurrence of the Capital Raise) and together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the Client Reporting File. Bank shall have a right from time to time hereafter to audit end of such month there were no held checks; (e) within sixty (60) days after the end of each fiscal year of Borrower, annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower; (f) as soon as available, and in any event within one hundred fifty (150) days following the end of Borrower’s Accounts fiscal year, (i) audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, and appraise Collateral (ii) a company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such year certified by a Responsible Officer and in a form acceptable to Bank; (g) in the event that any Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s expensewebsite address; provided, provided however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt, and (ii) following the Qualified IPO, 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; (i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that such audits will could reasonably be conducted no more often than every six expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars (6$100,000) months unless an Event of Default has occurred and is continuingor more; and (j) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bankeach Lender: (a) as soon as available, but Borrower will provide quarterly financials in any event within thirty (30) days after the end of each calendar monthform provided in its 10-Q, a company Borrower prepared consolidated Consolidated balance sheet, Consolidated income statement, statement and Consolidated 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited consolidated Consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank Lender (it being understood Lender acknowledges that G▇▇▇▇ ▇▇▇▇▇▇▇ LLP is reasonably acceptable); and (c) as soon as available, but in any event within sixty (60) days after the existing accounting firm earlier of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) the end of Borrower’s investors provide additional equity as needed fiscal year or (ii) the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such qualification exists due other financial information as Lender may reasonably request from time to time. From and after such time as Borrower becomes a pending maturity under this Agreement)publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (cii) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10-Q. Borrower shall be deemed to deliver its 10-K and 10-Q to Lender when such materials are posted on the website of the Securities and Exchange Commission. In addition, Borrower shall deliver to Lender (A) promptly upon becoming available, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or holders, which items shall be deemed to any holders have been delivered when posted on the website of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Commission and (dB) promptly upon receipt of notice thereof, a report of any material legal actions pending or threatened in writing against Borrower or any Subsidiary or the commencement of any legal action, proceeding or governmental investigation involving Borrower or any Subsidiary that could is reasonably expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing250,000).

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following following: a) Deliver to Bank: : (aA) as soon as available, but in any event within thirty no later than fifteen (3015) days after the end of each calendar monthmonth at which there are outstanding Obligations on account of Advances or Letters of Credit, and (B) forty-five (45) days after the last day of each fiscal quarter whether or not there are outstanding Obligations, a company prepared consolidated and consolidating balance sheet, sheet and income statement, statement prepared under GAAP (subject to the absence of footnotes and cash flow statement year-end adjustments) covering Borrower’s consolidated and each of its Subsidiary’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible Officer; (b) Officer and in a form acceptable to Bank; ii. as soon as available, but in any event within one hundred eighty no later than fifteen (18015) days after the end of each month consolidated and consolidating cash flow statements evidencing Borrower’s compliance with terms of Section 6.8(b); iii. as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion; iv. within five (it being understood that the existing accounting firm 5) days of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) delivery, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andor the holders of the 2015 Notes; (A) within five (5) days of filing, if applicablebut in any case no later than forty-five (45) days after the last day of each fiscal quarter, all reports on Forms 10-K and Form 10-Q (“10Q”) filed with the Securities and Exchange Commission; Commission (dwhich delivery obligation may be satisfied by posting a link thereto on Borrower’s or another website on the Internet), (B) promptly upon receipt within five (5) days of notice thereoffiling, but in any case no later than ninety (90) days after the last day of each fiscal year, all reports on Form 10-K (“10K”) filed with the Securities and Exchange Commission (which delivery obligation may be satisfied by posting a link thereto on Borrower’s or another website on the Internet), and (c) within five (5) days of filing, all reports on Form 8 K (“8K”) filed with the Securities and Exchange Commission (which delivery obligation may be satisfied by posting a link thereto on Borrower’s or another website on the Internet); vi. a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five its Subsidiaries of Two Hundred and Fifty Thousand Dollars ($500,000250,000) or more; more to the extent not covered by insurance, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change (e) collectively, “Material Litigation”); vii. prompt notice of an event that materially and adversely affects the value of the Intellectual Property; viii. as soon as available, but in any event within thirty no later than sixty (3060) days after the end of each fiscal year last day of Borrower’s fiscal year, (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 board 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 and ix. budgets, sales projections, operating plans or and other financial information as reasonably requested by Bank. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(v) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank may reasonably request from time of the Compliance Certificates required by Section 6.2(b). Delivery of Borrower’s 10Q and 10K reports, respectively, in accordance with the provisions of this Section 6.2, shall be deemed to time. Within thirty satisfy the reporting requirements of Section 6.2(a)(i)(B) and Section 6.2(a)(ii) above. (30i) Monthly, within fifteen (15) days after the last day of each monthmonth at which there are outstanding Obligations on account of Advances or Letters of Credit, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a duly completed Compliance Certificate signed by a Responsible Officer in substantially of Borrower setting forth calculations showing compliance with Section 6.9(a) of this Agreement; and (ii) together with the form delivery of the quarterly and annual financial statements or reports required by Section 6.2(a)(i)(B) and Section 6.2(a)(ii) above, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower setting forth calculations showing compliance with the financial covenants set forth in this Agreement, and including a reconciliation of actual restructuring charges against plan for such period. c) A Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) no later than 5:00 p.m. Pacific time Monday of each week immediately following a week when Liquidity is less than the Client Reporting File. Bank shall have a right from time Liquidity Threshold, and (iii) within twenty (20) days after the end of each month when Liquidity is greater than or equal to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6the Liquidity Threshold. d) months unless an Event of Default has occurred and is continuingOther financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) 270 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank Bank; (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bankiii) (or an opinion qualified for going concern so long as (i) annual budget approved by Borrower’s investors provide additional equity Board of Directors as needed or (ii) such qualification exists due to a pending maturity under soon as available but not later than February 28th of each year during the term of this Agreement); (civ) copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of written notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) 500,000 or more; (evi) 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 within thirty (30) not later than 30 days after the end of each fiscal year quarter, a statement of cash flows covering Borrower, (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) for the upcoming fiscal year of Borrower, ’s operations during such period 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 (fix) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. . (a) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Borrowing Base Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form set forth of Exhibit D hereto. (b) As soon as possible and in any event within 3 Business Days after becoming aware of the Client Reporting Fileoccurrence or existence of an Event of Default hereunder, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by written statement of a Responsible Officer in substantially setting forth details of the form set forth in Event of Default, and the Client Reporting File. action which Borrower has taken or proposes to take with respect thereto. (c) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than once every six twelve (612) months (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and reports to be delivered electronically. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) 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, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt andand as soon as available, if applicablebut in any event within five (5) days after the filing thereof, all reports filed with the Securities and Exchange Commission including without limitation on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionQ; (dc) 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 Fifty Thousand Dollars ($500,00050,000) or more; (ed) as soon as available, but in any event within no later than thirty (30) days after prior to the end of each fiscal year beginning of Borrower’s fiscal year, (i) annual an operating budgets (including income statements, balance sheets, budget in form reasonably acceptable to Bank 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 (fe) such budgets, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar monthof Borrower’s fiscal quarters, a company prepared consolidated balance sheet, income statementincome, and cash flow statement as contained in the Holding Company’s 10-Q report filed with the Securities and Exchange Commission covering Borrower’s and the Holding Company’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower and the Holding 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) copies of all statements, reports, reports and notices sent or made available generally by Borrower or the Holding Company 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; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower Borrower, the Holding Company or any Subsidiary that could result in damages or costs to Borrower Borrower, the Holding Company, or any Subsidiary of Five One Hundred Thousand Dollars ($500,000100,000) or more; and (e) as soon as available, but in any event within thirty (30) days after the end 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 plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably request from time to time. Within thirty (30) days after the last day of each monthPromptly upon request by Bank, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth of Exhibit C hereto or in the Client Reporting Filesuch other form required by Bank, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: Lender: (a) as soon as available, but in any event within thirty (30) 15 days after the end of each calendar month, month during each of Borrower’s Fiscal years, (i) a company Borrower prepared consolidated Consolidated and individual balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated and its Subsidiaries’ operations during such periodperiod and comparing the then current Business Plan and the same period during the prior year on a Consolidated, consolidating and individual basis, (ii) a certificate signed by the chief financial officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAPGAAP (except for the lack of footnotes and being subject to fiscal year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, (B) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, consistently applied, in a form reasonably acceptable to Bank as though made on and as of such date (it being agreed that any financial statements substantially in the form previously delivered on or prior except to the Closing Date are reasonably acceptable extent that such representations and warranties relate solely to Bankan earlier date), and (C) there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and certified by a Responsible Officer; what action Borrower has taken, is taking, or proposes to take with respect thereto). (b) Reserved; (c) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrower’s fiscal Fiscal year, audited consolidated Consolidated and consolidating financial statements of Borrower and its Subsidiaries for each such Fiscal year, audited by independent certified public accountants selected by Borrower and reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on GAAP (such audited financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to include a pending maturity under this Agreement); (c) copies of all statementsbalance sheet, reportsincome statement, and notices sent or made available generally by Borrower to its security holders or to any holders statement of Subordinated Debt cash flow and, if applicableprepared, all reports on Forms 10-K and 10-Q filed such accountants’ letter to management) together with a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the Securities and Exchange Commission; existence of any Default or Event of Default; (d) 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 ($500,000) or more; (e) as soon as available, available but in any event event: (i) within thirty (30) 15 days after the end of each fiscal month during the first twelve calendar months after the Closing Date copies of Borrower’s monthly Business Plan, for the next four week period, on a week-by-week basis; and (ii) prior to the last Business Day of each January, in each Fiscal year of Borrower, copies of Borrower’s annual Business Plan, for the forthcoming year, on a month-by-month basis, year by year; each such Business Plan to be in form and substance (including as to scope and underlying assumptions) satisfactory to Lender in its Permitted Discretion certified by the chief financial officer of Borrower (in such officer’s capacity as such and not individually) as being such officer’s good faith best estimate of the financial performance of Borrower and its Subsidiaries during the period covered thereby, (e) if and when filed by Borrower, (i) annual operating budgets any filings made by Borrower with the SEC or any other securities commission in any other jurisdiction, (including ii) copies of Borrower’s federal income statements, balance sheetstax returns, and cash flow statementsany amendments thereto, filed with the Internal Revenue Service or any other relevant Governmental Authority, and (iii) any other information that is provided by monthBorrower to its shareholders generally solely in their capacities as shareholders, (f) for if and when filed by Borrower and as reasonably requested by Lender, satisfactory evidence of payment of any applicable Taxes in each jurisdiction in which (i) Borrower is required to pay any Taxes, (ii) where Borrower’s failure to pay any such applicable Taxes would result in a Lien (other than a Permitted Lien) on the upcoming fiscal year properties or assets of Borrower, and or (iiiii) annual financial projections for the following fiscal year as approved by where Borrower’s board failure to pay any such applicable Taxes reasonably could be expected to result in a Material Adverse Change, (g) as soon as Borrower has knowledge 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 event or other financial information 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 condition that constitutes a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless Default or an Event of Default has occurred Default, notice thereof and is continuinga statement of the curative action that Borrower propose to take with respect thereto, and (h) upon the request of Lender, any other report reasonably requested relating to the financial condition of Borrower. Borrower agrees that it and its Subsidiaries will have the same Fiscal year. Borrower agrees that its independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrower that Lender reasonably may request. Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Lender pursuant to or in accordance with this Agreement, and agree that Lender may contact directly any such accounting firm or service bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) as soon as available, but in any no event within later than thirty (30) days after the end of each calendar month, a company prepared consolidated Borrower's unaudited balance sheetsheet and profit and loss statement for such month, income statement, and cash flow statement covering Borrower’s consolidated operations during such periodtogether with an inventory aging, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior and certified as correct to the Closing Date are reasonably acceptable to Bank) best knowledge and certified belief by a Responsible Officer; , together with a Compliance Certificate; (b) within five days of the last day of each month, an aged list of Borrower's accounts receivable and an aged list of Borrower's accounts payable, together with a Borrowing Base Certificate prepared and executed by a Responsible Officer; (c) at the time of every Advance and/or paydown request, a Daily Transaction Report, together with supporting schedules, prepared and executed by a Responsible Officer; (d) as soon as available, but in any no event within one hundred eighty later than ninety (18090) days after the end of Borrower’s each fiscal year, a balance sheet and income statement for the year ended, 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 by a certified public accounting firm accountant reasonably acceptable satisfactory to Bank Bank; (it being understood that the existing accounting firm e) a copy of its annual federal tax return within 15 days of the Borrower filing thereof with the Internal Revenue Service; (f) a copy of any 10-Q and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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 reports (or equivalent forms for a "small business issuer" under Rule 12b-2) within five (5) days of the filing thereof with the Securities and Exchange Commission; ; (dg) 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 ($500,000) 100,000.00 or more; and (e) as soon as available, but in any event within thirty (30) days after the end 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 (fh) such budgets, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit and examine Borrower’s 's Accounts and appraise Collateral Inventory at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) three months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as availablea Transaction Report (and any schedules related thereto) (i) with each request for an Advance; (ii) during a Quarterly Streamline Period, but in any event quarterly, 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officerquarter; (biii) as soon as availableduring a Monthly Streamline Period, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal yearmonthly, 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each month; and (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect; (b) (i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month: (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month when a Quarterly Streamline Period is not in effect, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) (i) at all times when a Quarterly Streamline Period is in effect, as soon as available, but no later than thirty (30) days after the last day of each quarter when a Quarterly Streamline Period is in effect, 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 acceptable to Bank (the “Quarterly Financial Statements”); provided, that such Quarterly Financial Statements shall only be required to be delivered hereunder to the extent Borrower is no longer required to file with the SEC; and (ii) at all times when a Quarterly Streamline Period is in effect, as soon as available, but no later than thirty (30) days after the last day of each quarter, a company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such quarterly period, certified by a Responsible Officer and in a form acceptable to Bank (e) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such period, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (f) within thirty (30) days prior to the end of each fiscal year of BorrowerBorrower and as updated and/or amended, (iA) annual operating budgets (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (iiB) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (g) (i) as soon as available, and in any event within 120 days following the end of each of Borrower’s fiscal years in which Borrower is not required to file reports with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; and (fii) as soon as available, and in any event within 120 days following the end of Borrower’s fiscal year, a company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such budgetsfiscal year, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed certified by a Responsible Officer and in substantially the a form set forth in the Client Reporting Fileacceptable to Bank; (h) within five (5) days of filing, together with aged listings copies of accounts receivable all periodic and accounts payable. other reports, proxy statements and other materials filed by Borrower shall deliver to Bank with the monthly financial statements SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. 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 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 link thereto, on Borrower’s Accounts and appraise Collateral website on the Internet at Borrower’s expensewebsite address; provided, provided however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) 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; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that such audits will be conducted no more often than every six could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars (6$50,000) months unless an Event of Default has occurred and is continuingor more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bankeach Lender: (a) 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 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within 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 a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank (it being understood that Lenders; provided, however, the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) regarding Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to financial statements for fiscal year 2005 may contain a pending maturity under this Agreement)going-concern qualification; and (c) copies prior to Borrower becoming a public reporting company, as soon as available, but in any event within ninety (90) days after the end of all statementsBorrower’s fiscal year or the date of Borrower’s board of directors’ adoption, reportsBorrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lenders 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 notices sent or made available generally by Borrower to its security holders or to in any holders event: (x) at the time of Subordinated Debt and, if applicable, all reports on Forms filing of Borrower’s Form 10-K and 10-Q filed with the Securities and Exchange CommissionCommission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (dy) promptly at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Lenders immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any Subsidiary action, proceeding or governmental investigation involving Borrower is commenced that could is reasonably expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Fifty Thousand Dollars ($500,000150,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankLenders: (ai) as soon as available, but in any event within thirty no later than five (305) days after following the end of each calendar monthdate Borrower files Form 10-Q with the Securities and Exchange Commission, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering Borrower’s the consolidated operations during of Borrower and its Subsidiaries for such periodquarter, prepared in accordance with under GAAP, consistently applied, in a form reasonably acceptable to Bank applied (it being agreed that any financial statements substantially in except for the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officerabsence of footnotes); (bii) as soon as available, but in any event within one hundred eighty no later than five (1805) days after following the end of Borrower’s fiscal yeardate Borrower files Form 10-K with the Securities and Exchange Commission, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank Collateral Agent in its reasonable discretion (it being understood provided that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for Lenders acknowledge that a going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) qualification, in and of itself, will not render such qualification exists due opinion unacceptable to a pending maturity under this AgreementLenders); (ciii) copies as soon as available after approval thereof by Borrower’s Board of all statementsDirectors, reportsbut 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 quarterly format (such annual financial projections as originally delivered to Collateral Agent and notices sent or made available generally by the Lenders are referred to herein as the “Annual Projections”); (iv) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) notice of the registration of any copyright, including any subsequent ownership right of Borrower to its security holders in or to any holders copyright, patent or trademark, and (C) prompt notice of Subordinated Debt and, if applicable, all reports on Forms 10-K Borrower’s knowledge of any event that could reasonably be expected to materially and 10-Q filed with adversely affect the Securities and Exchange Commissionvalue of the Intellectual Property; (d) 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 ($500,000) or more; (ev) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of the first two months of each fiscal year quarter, Borrower’s unaudited consolidated balance sheet and statement of Borroweroperations in a form consistent with that used by 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 (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by monthA) for the upcoming fiscal year absence of Borrowerfootnotes, (B) that they are subject to normal year-end adjustments, and (iiC) they do not contain certain non-cash items that are customarily included in quarterly and annual financial projections for the following fiscal year statements; (vi) as approved by Borrower’s board of directorssoon as available, together with any related business forecasts used in the preparation of such annual financial projections; and but no later than forty-five (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (3045) 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 shall or any Subsidiary, which account statements may be provided to Collateral Agent by Borrower or directly from the applicable bank(s), and (vii) other financial information as reasonably requested by Collateral Agent or any Lender. (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i), 6.2(a)(ii) and 6.2(a)(v) above, as applicable, deliver to Bank Collateral Agent, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a duly completed 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 Officer. (c) Within five (5) days of filing, provide access (via posting and/or links on Borrower’s Accounts website) to all reports on Form 10-K and appraise Collateral at Form 10-Q filed with the Securities and Exchange Commission (“SEC”) (which shall satisfy Borrower’s expensereporting requirements under Section 6.2(a)(i) and Section 6.2(a)(ii) above), provided that such any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange; and within five (5) days of filing, provide notice and access (via posting and/or links on Borrower’s website) to all reports on Form 8-K filed with the SEC, and copies of (or access to, via posting and/or links on Borrower’s website) all other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. (d) Keep proper books of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all material dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Collateral Agent and Lenders, during regular business hours upon reasonable prior notice (except while an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits will shall be conducted no more often than twice every six (6) twelve months unless an Event of Default has occurred and is continuing. (e) Collateral Agent and Lenders shall be entitled at reasonable times and intervals to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower. Such consultations shall not unreasonably interfere with Borrower’s business operations. The parties intend that the rights granted Collateral Agent and Lenders shall constitute “management rights” within the meaning of 29 C.F.R Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Lender with respect to any business issues shall not be deemed to give Collateral Agent or Lenders, nor be deemed an exercise by Collateral Agent or Lenders of, control over Borrower’s management or policies.

Financial Statements, Reports, Certificates. Each Borrower (which for avoidance of doubt includes PVHDHC and PVHD), shall provide to Lender the following with regard to each Borrower respectively. (a) Within one hundred twenty (120) days after the close of each fiscal year of Borrower, Borrower shall deliver to Lender a copy of ▇▇▇▇▇▇▇▇'s audited consolidated financial statements prepared by a certified public accountant and consisting of, at a minimum, a balance sheet, statement of income and expenses, and a cash flow statement; (b) Within forty five (45) days after each quarter of each fiscal year of ▇▇▇▇▇▇▇▇, Borrower shall deliver to Lender the following as prepared by ▇▇▇▇▇▇▇▇ and in a form acceptable to BankLender in its sole discretion: (ai) balance sheet; (ii) profit and loss statement; and (iii) comparison of ▇▇▇▇▇▇▇▇’s Perormance Plan to actual performance during the quarter in question.‌ (c) If Borrower files a federal income tax return with the Internal Revenue Service (if applicable), then within one hundred twenty (120) days after the filing Borrower shall provide Lender with a copy of the signed tax return filed with the Internal Revenue Service as filed by Borrower. (d) 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 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within no later than thirty (30) days after the end 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 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 Lender a Borrowing Base Certificate signed copy of Borrower's Performance Plan as approved by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings its board of accounts receivable and accounts payable. directors; (e) Borrower shall deliver to Bank with Lender other reports reasonably requested by ▇▇▇▇▇▇ relating to the monthly Collateral and the financial statements condition of Borrower;‌ (f) Borrower shall deliver to Lender a Compliance Certificate certificate signed by a Responsible Officer in substantially the form set forth in chief financial officer of Borrower to the Client Reporting File. Bank shall have a right from time effect that all reports, statements, or computer-prepared information of any kind or nature delivered or caused to time hereafter be delivered to audit Borrower’s Accounts Lender under this Agreement are accurate, true and appraise Collateral at Borrower’s expensefairly present the financial condition of Borrower and that there exists, provided that on the date of delivery of such audits will be conducted certificate to Lender, no more often than every six (6) months unless condition or event which constitutes an Event of Default has occurred and is continuingDefault.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to each Lender: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthmonth (including, for the avoidance of doubt, the last month of each fiscal quarter), a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s the consolidated operations during of Borrower and its Subsidiaries for such period, prepared in accordance with GAAP, consistently applied, month certified by a Responsible Officer and in a form reasonably acceptable to Bank Collateral Agent; (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty no later than forty-five (18045) days after the end last day of each fiscal quarter, a company prepared consolidated and consolidating statement of cash flows covering the consolidated operations of Borrower and its Subsidiaries for such quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (iii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal yearyear or within five (5) days of filing with the SEC, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank Collateral Agent in its reasonable discretion; (it being understood that iv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than forty-five (45) days after the existing accounting firm 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 quarter-by-quarter 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 Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Annual Projections approved by Borrower’s investors provide additional equity as needed or Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (ii7) days after such qualification exists due to a pending maturity under this Agreementapproval); ; (cv) within five (5) days of delivery, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (vi) in the event that Borrower continues to be subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms 10-K Form 10‑K, 10‑Q and 10-Q 8‑K filed with the Securities and Exchange Commission; , (dvii) promptly upon receipt of (a) prompt notice thereof, a report of any legal actions pending amendments of or threatened against other changes to the Operating Documents of Borrower or any Subsidiary of its Subsidiaries, (b) in the event that Borrower is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, prompt notice of any material changes to the capitalization of Borrower, together (in the case of both (a) and (b)), with any copies reflecting such amendments or changes with respect thereto; (viii) prompt notice of any event that could result in damages or costs reasonably be expected to Borrower or any Subsidiary materially and adversely affect the value of Five Hundred Thousand Dollars the Intellectual Property; ($500,000) or more; (eix) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within no later than thirty (30) days after the last day of each month, copies of the month‑end account statements for each Collateral Account maintained by Borrower shall deliver or its Subsidiaries, which statements may be provided to Bank a Borrowing Base Certificate signed Collateral Agent and each Lender by a Responsible Officer Borrower or directly from the applicable institution(s); and (x) other information as reasonably requested by Collateral Agent 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 substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank materials otherwise filed with the monthly financial statements SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents on Borrower’s website or provides a link thereto on Borrower’s website. (b) Deliver to each Lender a duly completed Compliance Certificate signed by a Responsible Officer concurrently with the delivery of the financial statements specified in substantially Section 6.2(a)(i) above but no later than thirty (30) days after the form set forth last day of each month. (c) Keep proper books of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the Client Reporting File. Bank shall have a right from time to time hereafter to audit sole cost of Borrower’s Accounts and appraise , Collateral at Borrower’s expenseAgent or any Lender, during regular business hours upon reasonable prior notice (provided that such no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits will shall be conducted no more often than once every six year unless (6and more frequently if) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver provide Bank with the following to Bank: following: (ai) a Transaction Report (and any schedules related thereto) weekly (so long as there are any outstanding Credit Extensions) and at the time of each request for an Advance; (ii) within twenty (20) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger, (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (iii) as soon as available, but and 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 monthly unaudited financial statements; (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bankiv) 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each month a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (v) within thirty (30) days following the end of each fiscal year of Borrower, (iA) annual operating budgets (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (iiB) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s 's board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (vi) as soon as available, and in any event within 180 days following the end of Borrower's fiscal year, annual financial statements certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank. (fb) such budgetsAt all times that Borrower is subject to the reporting requirements under the Securities Exchange Act of 1934, sales projectionsas amended, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty within five (305) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the last day Securities and Exchange Commission or a link thereto on Borrower's or another website on the Internet. (c) Prompt written notice of each month(i) any material change in the composition of the intellectual property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower shall deliver in or to any copyright, patent or trademark not previously disclosed to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially writing, or (iii) Borrower's knowledge of an event that materially adversely affects the form set forth in value of the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingintellectual property.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver provide Bank with the following to Bank: following: (ai) within thirty (30) days after the end of each month, and upon each request for an Advance, a Transaction Report (including a Borrowing Base Certificate and all schedules related thereto); (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, deferred revenue report and general ledger, and (D) monthly detailed backlog and perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its reasonable discretion; (iii) as soon as available, but and 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 monthly unaudited financial statements; (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bankiv) 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each fiscal year month a monthly Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request; (v) as soon as available, and in any event within sixty (60) days following the end of Borrower’s fiscal year, (iA) annual operating budgets (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (iiB) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors; and (vi) as soon as available, together with and in any related business forecasts used in event within one hundred twenty (120) days following the preparation end of such Borrower’s fiscal year, annual financial projections; statements certified by, and (f) such budgetswith an unqualified opinion of, sales projectionsindependent certified public accountants reasonably acceptable to Bank. Notwithstanding the foregoing, operating plans or other financial information 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 during a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expenseStreamline Period, 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, Borrower shall not be required to provide Bank the reports and schedules required pursuant to clause (a)(i) and (ii) above. (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within ten (10) days after 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; provided that the reports required to be delivered pursuant to this Section 6.2(b) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the internet.

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) within thirty (30) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable, (ii) a deferred revenue schedule; (iii) a sales journal; (iv) a collections journal; and (v) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such periodmonth, prepared in accordance with GAAP, consistently appliedapplied (but subject to year-end adjustments), in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (bc) as soon as available, but in any event within one hundred eighty five (1805) days after of filing, all reports on Forms 10-Q filed with the end Securities and Exchange Commission; (d) as soon as available, but in any event within five (5) days of Borrower’s fiscal yearfiling, all reports on Forms 10-K filed with the Securities and Exchange Commission, including 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; (e) 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; (it being understood that the existing 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 of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank; (g) as soon as available, but in any event no later than the earlier of thirty (or an opinion qualified for going concern so long as (i30) days following the beginning of Borrower’s investors provide additional equity as needed next fiscal year or the date of approval by the Borrower’s Board of Directors, annual operating projections (iiincluding income statements, balance sheets and cash flow statements presented in a monthly format) such qualification exists due for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank (each, a pending maturity under this Agreement“Financial Plan”); (ch) copies of all statements, reports, 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 CommissionDebt; (di) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000100,000) or more; , or any commercial tort claim (eas defined in the Code) as soon as available, but in any event within thirty (30) days after the end 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 acquired by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (fj) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (bii) as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end last day of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ciii) within five (5) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionSEC; (div) promptly upon receipt of notice thereof, 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 Five One Hundred Thousand Dollars ($500,000100,000.00) or more; (ev) as soon as available, but in any event within no later than thirty (30) days after the end approval by Borrower’s Board of each fiscal year of BorrowerDirectors, (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 Board of directorsDirectors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial projections; plans and projections and (fvi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. requested by Bank. (b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in of Exhibit B. (c) Allow Bank to inspect the Client Reporting File. Bank shall have a right from time to time hereafter to Collateral and audit and copy Borrower’s Accounts and appraise Collateral at Books, including, but not limited to, Borrower’s expenseAccounts, provided that such audits will be conducted no more often than every six (6) months unless upon reasonable notice to Borrower. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than twice every twelve (12) months and will not last more than 2-3 days. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower. (d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, (i) an aged listing of accounts receivable and accounts payable by invoice date, (ii) distributor sell-through reports, and (iii) backlog report, all in form and detail acceptable to Bank. (f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form and detail acceptable to Bank. (g) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) 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 statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently appliedapplied (with the exception of non-cash items), in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer, together with a comparison of Borrower’s financial results for such month with Borrower’s budget; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently appliedapplied (with the exception of non-cash items), together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) copies of all statements, reports, 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; (d) 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 Fifty Thousand Dollars ($500,00050,000) or more; and (e) as soon as available, but in any event within thirty (30) days after the end 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 plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably request from time to time. Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankAgent by email to the address specified pursuant to Section 11, and Agent and Lenders shall be entitled to rely on the information contained therein: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth (extended to 40 days for the first six (6) reporting periods after the Closing Date), ▇▇▇▇▇▇▇▇’s consolidated financial statements including a company prepared consolidated balance sheetcash flow statement, income statementstatement and balance sheet for the period reported, 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty fifty (180150) 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 the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank Agent; (it being understood that c) as soon as available, but in any event within sixty (60) days after the existing accounting firm end of Borrower’s 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 Borrower Board and other nationally recognized accounting firms are reasonably acceptable Agent (with such Agent’s approval not to Bankbe unreasonably withheld) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under updated in accordance with the provisions in this Agreement, the “Approved Budget”); (cd) upon Agent’s request, copies of ▇▇▇▇▇▇▇▇’s and Subsidiary’s bank or brokerage statements delivered monthly as soon as available following the first day of the month reflecting the prior ninety days of activity, from all institutions, whether or not in the U.S., where Borrower or a Subsidiary maintains deposit or securities accounts; (e) copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or and debt holders when made available to any such holders, as well as promptly after Borrower’s receipt thereof, a copy of all notices of default received by Borrower from (i) holders of Subordinated Debt andPermitted Convertible Debt, if applicable(ii) the holders of 2022 Convertible Debt, all reports on Forms 10-K and 10-Q filed with (iii) the Securities and Exchange Commissionholders of 2023 Convertible Notes, or (iv) the Junior Agent or any Junior Lender; (df) at any time when Agent does not have a board observer on the Board, copies of all notices, minutes, consents, and other materials that Borrower provides to its Board contemporaneously with delivery to members of the Board, provided, however, that any materials protected from discovery by the attorney-client privilege or the attorney work product privilege, any materials necessary or advisable in the good faith determination of the Board to avoid a conflict of interest between Borrower, on the one hand, and Agent and Lenders, on the other hand, and any trade secrets may be excluded, (g) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars (exceeding $500,000) 250,000, fines, penalties or moreother sanctions by any Governmental Agency, or claims for injunctive or equitable relief; (eh) as soon as available, but in any event within thirty (30) days after the end 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 as Bank Agent may reasonably request from time to time. Within thirty time promptly after such request; and (30i) notice to Agent within 5 days after of any calendar month in which Unrestricted Cash on the last day of each monthsuch 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 form and substance satisfactory to Agent. Borrower shall deliver provide Agent with a copy of any Board approved changes to Bank a Borrowing Base Certificate signed by a Responsible Officer any Approved Budget within five (5) days of such approval, provided that any such changes must also be reasonably acceptable to Agent in substantially order for such changes to constitute part of the form Approved Budget. Agent agrees that as of the Restatement Date, the Approved Budget includes all updates and modifications set forth in the Client Reporting Fileprojections provided to Agent on the Restatement Date. Other than documents to be delivered pursuant to subsection (a) of this Section 6.3 prior to a Public Trading Trigger, together with aged listings documents required to be delivered pursuant to the terms of accounts receivable and accounts payable. Borrower shall deliver this Section 6.3 (to Bank the extent any such documents are included in materials otherwise filed with the monthly financial statements SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents on its website, or provides a Compliance Certificate signed link thereto, and notifies Agent 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 email at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and appraise Collateral at Borrower’s expense, provided ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ that such audits will materials have been posted or a link has been provided. Notwithstanding the foregoing, after the occurrence of a Public Trading Trigger, documents required to be conducted no more often than every six delivered pursuant to the terms of subsection (6b) months unless of this Section 6.3 shall be delivered as and when filed with the 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 on its website and provides an Event of Default has occurred email to Agent at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and is continuing▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ that such materials have been posted with a link to such documents.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Lender with the following to Bank: following: (a) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, (i) a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s Borrower Representative and its Subsidiaries’ consolidated operations during for such periodmonth in a form acceptable to Lender, certified by a Responsible Officer as having been prepared in accordance with GAAP, consistently applied, except for the absence of footnotes, and subject to normal year-end adjustments, (ii) an updated 13-week cash flow budget in a form reasonably acceptable satisfactory to Bank Lender, and (it being agreed that any iii) a management summary prepared by the chief executive officer or chief financial statements substantially officer of Borrower Representative (which management summary should not customarily exceed two type-written pages in the length) setting forth in narrative form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) all significant operational and certified by a Responsible Officer; financial events and activities affecting Borrower Representative and its Subsidiaries during such month; (b) as soon as available, but in any event within one hundred eighty (180) days after the end earlier to occur 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed fifteen (15) days from Board approval, or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end February 15 of each fiscal year of BorrowerBorrower Representative, and contemporaneously with any updates or amendments thereto, (i1) annual operating budgets (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming current fiscal year of BorrowerBorrower Representative, and (ii2) annual financial projections for the following current fiscal year (on a quarterly basis), in each case as approved by Borrower’s board of directorsthe Board, together with any related business forecasts used in the preparation of such annual financial projections; and ; (fc) such budgetsas soon as available, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within but no later than thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, month and together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer; (d) (i) as soon as available, but no later than ten (10) after the last day of each month a copy of each account statement, with transaction detail, for each Deposit Account or Securities Account of a Borrower or any of its Subsidiaries; provided that the same may be provided as part of any Control Agreement with respect to each such each Deposit Account or Securities Account delivered to Lender in substantially connection herewith; and (ii) within three (3) Business Days of Lender’s request, evidence satisfactory to Lender of the form balance maintained in any such Deposit Account or Securities Account; (e) within five (5) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower Representative with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. 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 Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the internet at Borrower Representative’s website address; provided, however, Borrower Representative shall promptly notify Lender in writing (which may be by electronic mail) of the posting of any such documents; (f) within five (5) Business Days of delivery, copies of all statements, reports and notices made available to a Borrower's security holders or to any holders of Subordinated Debt; (g) prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000.00) or more; (h) promptly, from time to time, such other information regarding any Borrower or any of its Subsidiaries or compliance with the terms of any Loan Documents as reasonably requested by ▇▇▇▇▇▇; and (i) immediate notice of the occurrence of any Default or Event of Default. Any submission by Borrower Representative of any financial statement submitted to the Lender pursuant to this Section 6.2 or otherwise submitted to Lender shall be deemed to be a representation by Borrower Representative that (i) as of the date of such financial statement, the information and calculations set forth therein are true, accurate and correct in all material respects, (ii) as of the end of the compliance period set forth in such submission, Borrowers are in complete compliance with all required covenants except as noted in such financial statement, as applicable, (iii) as of the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expensedate of such submission, provided that such audits will be conducted no more often than every six (6) months unless an Default or Event of Default has occurred and is is continuing, and (iv) all representations and warranties other than any representations or warranties that are made as of a specific date remain true and correct in all material respects as of the date of such submission except as noted in such financial statement, as applicable.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank Bank; (it being understood that iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 60 days after the existing accounting firm beginning of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement)applicable fiscal year; (civ) if applicable, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) 250,000 or more, as well as ongoing updates about the same which shall be delivered to Bank at least quarterly but sooner if there is a material event in the legal action; (evi) as soon as availablepromptly upon receipt, but in any event within thirty (30) days after the end of each fiscal year of management letter prepared by Borrower, (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) for the upcoming fiscal year of ’s independent certified public accounting firm regarding Borrower’s management control systems, 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 (fvii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. . (a) Within thirty (30) 10 days after both the last 1st day and the 15th day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts payable and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event updated schedule of Default has occurred and is continuingdeferred revenue.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankAgent: (ai) within ten (10) Business 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, except to the extent otherwise filed with the Securities and Exchange Commission on its ▇▇▇▇▇ web site; (ii) as soon as available, but no later than that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) Business Days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, except to the extent otherwise filed with the Securities and Exchange Commission on its ▇▇▇▇▇ web site; (iii) a prompt report of any legal actions pending or, to Borrower’s knowledge, 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 Two Hundred Thousand Dollars ($200,000) or more; and (iv) other financial information reasonably requested by Agent. (b) Quarterly, within five (5) Business Days of filing the Form 10-Q with the Securities and Exchange Commission, deliver to Agent a duly completed Compliance Certificate signed by a Responsible Officer. (c) In the event within thirty financial statements, reports, and certificates are no longer available to the public on Borrower’s ▇▇▇▇▇ web site, Borrower will provide to Agent as soon as available, but no later than ninety (3090) days after the end last day of each calendar monthquarter, a company prepared consolidated balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible OfficerOfficer and in a form acceptable to Agent; (b) and as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end last day of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) copies of all statements, reports, and notices sent or made available generally by Borrower to Agent in 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; reasonable discretion. (d) 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 ($500,000) or more; (e) as As soon as available, but in any event within thirty no later than fifteen (3015) days after the end 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 as Bank may reasonably request from time to time. Within thirty (30) days Business Day after the last day of each monthcalendar quarter, Borrower shall deliver to Bank Agent, a Borrowing Base Certificate signed by a Responsible Officer list which sets forth, the locations and contact information for such locations, and the serial numbers for any consoles that have been put in substantially the form set forth in the Client Reporting Fileplace, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingbut not sold.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: Lender: (a) as soon as available, but in any event within thirty 30 days (3045 days in case of a month that is the last month of a calendar quarter) days after the end of each calendar month, a company prepared month during each year, (i) an unaudited consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated 's and its Subsidiaries' operations during such period, prepared in accordance with GAAP, consistently applied, in and (ii) a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; Compliance Certificate, (b) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrower’s each of Parent's fiscal years, (i) consolidated and consolidating financial statements of Parent and its Subsidiaries for each such fiscal year, audited consolidated financial statements by independent certified public accountants reasonably acceptable to Lender and certified, without any LOAN AND SECURITY AGREEMENT - Page 43 -------------------------- qualifications (including any (A) "going concern" or like qualification or exception, or (B) qualification or exception as to the scope of Borrower such audit), by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on GAAP (such audited financial statements to include a balance sheet, income statement, and statement of an independent certified public accounting firm reasonably acceptable cash flow and, if prepared, such accountants' letter to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or management), and (ii) such qualification exists due to a pending maturity under this Agreement); Compliance Certificate, (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) 45 days after the end of each fiscal year calendar quarter during each year, an unaudited consolidated and consolidating balance sheet and income statement covering Parent's and its Subsidiaries' operations during such period, (d) as soon as available, but in any event within 30 days prior to the start of each of Borrower's fiscal years, copies of Borrower's Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its Permitted Discretion, for the forthcoming fiscal year, month-by-month, certified by the Authorized Person as being such Authorized Person's good faith estimate of the financial performance of Borrower during the period covered thereby, (e) if and when filed by Parent, (i) Form 10-Q quarterly reports, Form 10-K annual operating budgets (including income statements, balance sheetsreports, and cash flow statements, by month) for the upcoming fiscal year of Borrower, and Form 8-K current reports, (ii) annual financial projections for any other filings made by Parent with the following fiscal year as approved SEC, (iii) copies of Parent's federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and Parent to its shareholders generally, (f) such budgetspromptly, sales projectionsbut in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, operating plans or other financial information as Bank may reasonably request from time notice thereof and a statement of the curative action that Borrower proposes to time. Within thirty take with respect thereto, (30g) promptly after the commencement thereof, but in any event within 5 days after the last day service of each monthprocess with respect thereto on Borrower or any of its Subsidiaries, notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably is likely to result in a Material Adverse Change, and (h) upon the request of Lender, any other information reasonably requested relating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower shall deliver to Bank agrees that no Subsidiary of Borrower will have a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings fiscal year different from that of accounts receivable and accounts payableBorrower. Borrower shall deliver also agrees to Bank cooperate with Lender to allow Lender to consult with its independent certified LOAN AND SECURITY AGREEMENT - Page 44 -------------------------- public accountants if Lender reasonably requests the monthly right to do so and that, in such connection, its independent certified public accountants are authorized to communicate with Lender and to release to whatever financial statements information concerning Borrower or its Subsidiaries that Lender reasonably may request. Borrower waives the right to assert a Compliance Certificate signed confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by a Responsible Officer Lender pursuant to or in substantially the form set forth accordance with this Agreement, and agrees that Lender may contact directly any such accounting firm or service bureau in the Client Reporting File. Bank shall have a right from time order to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that obtain such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuinginformation.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver provide Bank with the following to Bank: following: (ai) (A) a Transaction Report (including sales, credit memos and collection activity) on a weekly basis during a period when Borrower’s Liquidity Ratio is less than 1.50, or (B) an EXIM Borrowing Base Certificate on a monthly basis if any Credit Extension is outstanding and during a period when Borrower’s Liquidity Ratio is 1.50 or greater; (ii) within twenty (20) days after the end of each month during a period when Borrower’s Liquidity Ratio is less than 1.50, or within thirty (30) days after the end of each month during a period when Borrower’s Liquidity Ratio is 1.50 or greater, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (iii) as soon as available, but and 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 (it being agreed that any monthly unaudited unconsolidated financial statements substantially in of each of the form previously delivered on or prior to Borrowers; (iv) within thirty (30) days after the Closing Date are reasonably acceptable to Bank) and certified end of each month a monthly Compliance Certificate signed by a Responsible Officer; , certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ba) as soon as available, but in any event no later than five (5) days after filing with the Securities Exchange Commission, the Borrower’s 10K, 10Q, and 8K reports; (b) a Compliance Certificate together with delivery of the 10K and 10Q reports; (c) within one hundred eighty (180) 15 days after the end of Borrower’s each fiscal year, audited consolidated annual financial statements projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of Borrower prepared in accordance with GAAP, consistently applieddirectors, together with an unqualified opinion on any related business forecasts used in the preparation of such annual financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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 Commissionprojections; (d) promptly upon receipt of notice thereof, 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 Five Hundred Thousand Dollars ($500,000) 500,000 or more; and (e) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time requests, limited to time. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months once per quarter unless there has been an Event of Default has occurred Default. Borrower’s 10K, 10Q, and is continuing8K reports required to be delivered pursuant to Section 6.2(a)(v)(a) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by Section 6.2(a)(v)(b). (b) Borrower shall provide Bank with prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Each Co-Borrower shall deliver the following to Bankeach Lender: (a) as soon as available, but in any event within thirty sixty (3060) days after the end of each calendar monthof the first three quarters for each year, a company Co-Borrower prepared consolidated Consolidated balance sheet, Consolidated income statement, statement and Consolidated cash flow statement covering each Co-Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and all certified by such Co-Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of each Co-Borrower’s fiscal year, audited consolidated Consolidated financial statements of each Co-Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement)Lenders; (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty sixty (3060) days after the end of each Co-Borrower’s fiscal year of year, each Co-Borrower, (i) annual ’s board-approved operating budgets (including income statements, balance sheets, budget and cash flow statements, by month) plan for the upcoming next 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 projectionsyear; and (fd) such budgets, sales projections, operating plans or other financial information as Bank any Lender may reasonably request from time to time. Within thirty (30) days after the last day of In addition, each month, Co-Borrower shall deliver to Bank each Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by such Co-Borrower to its security holders and (B) immediately upon receipt of notice thereof, a Borrowing Base Certificate signed by a Responsible Officer report of any material legal actions pending or threatened against such Co-Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving such Co-Borrower or any Subsidiary is commenced that is reasonably expected to result in substantially the form set forth damages or costs to any Co-Borrower or Co-Borrowers in the Client Reporting Fileaggregate of Fifty Thousand Dollars ($50,000) or more. Notwithstanding the foregoing, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver documents required to Bank be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the monthly financial statements Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which a Compliance Certificate signed by Co-Borrower posts such documents, or provides a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have link thereto, on a right from time to time hereafter to audit Co-Borrower’s Accounts and appraise Collateral website on the internet at such Co-Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingwebsite address.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (ai) 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, sheet and income statement, and cash flow statement covering Borrower’s and its Subsidiaries’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) 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 and its Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including, except with respect to the audited consolidated financial statements for the 2019 fiscal year, no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ciii) if applicable, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, in their capacity as such and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) 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 Two Hundred Fifty Thousand Dollars ($500,000250,000.00) or more; (ev) promptly upon receipt, each management letter delivered to Borrower 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 end not later than December 31 of each fiscal year year, Borrower’s board submitted management preliminary outlook, and, as soon as available, but in any event not later than March 31 of each fiscal year, Borrower, (i) annual operating budgets (including income statements, balance sheets, ’s financial and cash flow statementsbusiness projections and budget, by month) , for the upcoming such fiscal year year, with evidence of Borrower, and (ii) annual financial projections for the following fiscal year as approved approval thereof by Borrower’s board of directorsmanagers (as amended or revised from time to time by the Borrower’s board of managers, together with any related business forecasts used in the preparation of such annual financial projections“Projections”); and (fvii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. ; and (viii) within thirty (30) days after each fiscal year end, 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 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. (a) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto, together with (i) aged listings by invoice date of accounts receivable and accounts payable. ; (ii) a deferred revenue report and (iii) a Monthly Recurring Revenue and Subscriber Churn Rate report. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements (i) a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form set of Exhibit E hereto and (ii) the Inspirato Monthly Recurring Revenue analysis. (c) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth in details of the Client Reporting File. Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (d) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankLender: (a) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar monthfiscal quarter, a company Borrower prepared consolidated Consolidated balance sheet, Consolidated income statement, statement and Consolidated 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated Consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower Lender; and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the earlier of (i) the end of Borrower’s fiscal year or (ii) the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (i) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) for the upcoming fiscal year financial statements of Borrower, Borrower filed with such Form 10-K; and (ii) annual financial projections for at the following fiscal year as approved by time of filing of Borrower’s board of directors, together Form 10-Q with any related business forecasts used in the preparation of such annual financial projections; Securities and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (30) days Exchange Commission after the last day end of each monthof the first three fiscal quarters of Borrower, the Consolidated financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Bank Lender (A) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders and (B) immediately upon receipt of notice thereof, a Borrowing Base Certificate signed by a Responsible Officer report of any material legal actions pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that is reasonably expected to result in substantially the form set forth in the Client Reporting File, together with aged listings damages or costs to Borrower of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six Fifty Thousand Dollars (6$50,000) months unless an Event of Default has occurred and is continuingor more.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver the following to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such the period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible OfficerOfficer and in the form attached; (bii) as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end last day of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank Bank; (it being understood that the existing accounting firm iii) if securities of the Borrower and other nationally recognized accounting firms Company are reasonably acceptable to Bankpublicly traded, within five (5) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q filed and 8-K with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could would result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) 250,000 or more; (ev) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each the Borrower's fiscal year, Borrower prepared operating budget for the 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 as Bank may reasonably request from time to time. requests; and (vi) prompt notice of any material change in the composition of the Intellectual Property or knowledge of an event that materially adversely affects the value of the Intellectual Property. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in of Exhibit C. (c) Bank has the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise 's Collateral at Borrower’s 's expense, provided that such . Such audits will be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to each Lender: (i) as soon as available, but in any event within thirty no later than forty (3040) days after the end last day of each calendar monthquarter, a company prepared consolidated and consolidating balance sheet, income statement, statement and cash flow statement covering Borrower’s the consolidated operations during of Borrower and its Subsidiaries for such period, prepared quarter certified by a Responsible Officer as being fairly stated in accordance with GAAP, consistently applied, all material respects (subject to normal year-end GAAP and audit adjustments and the absence of footnotes) and in a form reasonably acceptable to Bank Collateral Agent; (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty no later than ninety (18090) days after the end last day of Borrower’s fiscal yearyear or within five (5) days of filing with the SEC, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a going-concern qualification typical for companies similar to Borrower) on such the financial statements of from an independent certified public accounting firm reasonably acceptable firm; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) 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 delivered under this Section 6.2(a)(iii) to Bank (it being understood that Collateral Agent and the existing accounting firm Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Annual Projections approved by Borrower’s investors provide additional equity as needed or Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (ii7) days after such qualification exists due to a pending maturity under this Agreementapproval); ; (civ) within five (5) days of delivery, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (v) in the event (and during the period) that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; , (dvi) promptly upon receipt of Borrower shall prompt notice thereof, a report of any legal actions pending material amendments of or threatened against other material changes to the capitalization table of Borrower and any amendments of or other changes to the Operating Documents of Borrower or any Subsidiary of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; (vii) prompt notice of any event (other than with respect to any third party) that could result in damages or costs reasonably be expected to Borrower or any Subsidiary materially and adversely affect the value of Five Hundred Thousand Dollars the Intellectual Property; ($500,000) or more; (eviii) as soon as available, but in any event within no later than thirty (30) days after the end last day of each fiscal year month, copies of Borrowerthe month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (iix) annual operating budgets prompt written notice of any changes to the beneficial ownership information set out in Addendum 1 to the Perfection Certificate. Borrower understands and acknowledges that Collateral Agent and each Lender relies on such true, accurate and up-to-date beneficial ownership information to meet Collateral Agent’s and such Lender’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; and (including income statementsx) other information as reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, balance sheetsdocuments 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, and cash flow statementsshall be deemed to have been delivered on the date on which Borrower posts such documents, by month) for the upcoming fiscal year of Borroweror provides a link thereto, and (ii) annual financial projections for the following fiscal year as approved by on Borrower’s board of directors, together with any related business forecasts used in website on the preparation of such annual financial projections; and internet at Borrower’s website address. (fb) such budgets, sales projections, operating plans or other financial information 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 each Lender, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a duly completed Compliance Certificate signed by a Responsible Officer Officer. (c) Keep proper books of record and account in substantially accordance with GAAP in all material respects (except for interim and unaudited financial statements), in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit sole cost of Borrower’s Accounts and appraise , Collateral at Borrower’s expenseAgent or any Lender, during regular business hours upon reasonable prior notice (provided that such no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits will shall be conducted no more often than twice every six year unless (6and more frequently if) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver provide Bank with the following to Bank: following: (ai) monthly, within thirty (30) days after the end of each month, and upon each request for a Credit Extension, a Transaction Report; (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report and general ledger; (iii) as soon as available, but and in any event within thirty (30) days after the end of each calendar month, monthly unaudited financial statements; (iv) within thirty (30) days after the end of each 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified monthly Compliance Certificate signed by a Responsible Officer; , certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants (bmonthly or quarterly, as applicable), set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (v) as soon as available, but and in any event within one hundred eighty forty-five (18045) days after the end of each fiscal quarter of Borrower’s fiscal year, audited consolidated quarterly unaudited 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 statements; (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) 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; (d) 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 ($500,000) or more; (evi) as soon as available, but in any event within thirty forty-five (3045) days after the end of each fiscal year of Borrower, (iA) annual operating budgets (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (iiB) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (vii) as soon as available, and in any event within one hundred fifty (f150) days following the end of Borrower’s fiscal year (provided, however, the financial statements for Borrower’s fiscal year end December 31, 2007 may be delivered on or before October 31, 2008), annual financial statements certified by, and with an unqualified opinion of, Deloitte & Touche or such budgetsother independent certified public accountants acceptable to Bank. (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, sales projectionsas amended, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty within five (305) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the last day Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet. (c) Together with the delivery of each monththe Compliance Certificate, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth written notice of (i) any material change in the Client Reporting Filecomposition of the intellectual property, together with aged listings (ii) the registration of accounts receivable and accounts payable. any copyright (including any subsequent ownership right of Borrower shall deliver in or to Bank with the monthly financial statements a 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 any copyright), patent or trademark not previously disclosed to time hereafter to audit Bank, or (iii) Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided knowledge of an event that such audits will be conducted no more often than every six (6) months unless an Event materially adversely affects the value of Default has occurred and is continuingthe intellectual property.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty no later than one hundred twenty (30120) 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 last day of Borrower’s 's fiscal year, audited audited, consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or ; (ii) such qualification exists due to a pending maturity under this Agreement); within five (c5) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (diii) promptly upon receipt of notice thereof, 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 Five One Hundred Thousand Dollars ($500,000100,000.00) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (iiiv) 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 as Bank may reasonably request from time to time. requested by Bank. (b) Within thirty (30) days after the last day of each monthmonth during which Obligations (including undrawn Letters of Credit, Cash Management Services and the FX Reserve) were outstanding or Credit Extensions were requested, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit C, together with aged --------- listings of accounts receivable (by invoice date). (c) Within five (5) days of filing its 10-Q with the Securities and accounts payable. Exchange Commission, Borrower shall deliver to Bank Bank, on a quarterly basis, together with the monthly financial statements a copy of such 10-Q, a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. of Exhibit D. --------- (d) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise 's Collateral at Borrower’s 's expense, provided that such . Such audits will shall be conducted prior to the initial Credit Extension under the Committed Revolving Line and no more often than once every six twelve (612) months thereafter, unless an Event of Default has occurred and is continuing. The Borrower shall provide the Bank with access to all its records and financial information so that the initial audit (the "Initial Audit") of Borrower's Collateral shall be completed by Bank prior to the initial Credit Extension under the Committed Revolving Line.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) Quarterly financial statements, as soon as available, and in any event no later than 45 days following the end of Borrower’s fiscal quarter, (ii) as soon as available, but in any event within thirty no later than the earlier of (30A) five (5) days after filing with the end of Securities Exchange Commission (“SEC”) or (B) 50 days after each calendar monthfiscal quarter or 90 days after each fiscal year end, a company prepared consolidated balance sheetthe Borrower’s 10K, income statement10Q, and cash flow statement covering 8K reports. Borrower’s consolidated operations during 10K, 10Q, and 8K reports required to be delivered pursuant to this clause (a) shall be deemed to have been delivered on the date on which Borrower posts such periodreport or provides a link thereto on Borrower’s or another website on the Internet; provided, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable that Borrower shall provide paper copies to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); Compliance Certificates required by clause (c) copies of all statementsbelow, 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; (diii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars (its Subsidiaries of $500,000) 1,000,000 or more; , or in which an adverse decision could reasonably be expected to cause a Material Adverse Change (ecollectively, “Material Litigation”), and (v) a cash balance report within 50 days following the end of Borrower’s fiscal quarter; (b) Deliver to Bank, annual financial statements, as soon as available, but and in any event within thirty (30) no later than 90 days after following the end of each Borrower’s fiscal year year, certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank; (c) Deliver to Bank, a Compliance Certificate, together with delivery of the financial statements referenced in clause (a) and (b) above, in such form as Bank shall reasonably specify, signed by the Responsible Officer of Borrower, certifying that, as of the end of such period, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request; (id) Deliver to Bank: annual operating budgets and Board-approved projections (including income statements, balance sheets, sheets and cash flow statements, by month) for the upcoming fiscal year of BorrowerBorrower as updated, and but no later than forty-five (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 as Bank may reasonably request from time to time. Within thirty (3045) days after the last day end of each monththe fiscal year; and (e) At reasonable times, Borrower and on one (1) Business Day’s notice, Bank, or its agents, shall deliver have the right to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially inspect the form set forth in Collateral and the Client Reporting Fileright to audit and copy Borrower’s Books. After the initial inspection and audit, together with aged listings such inspections and audits shall (at Bank’s discretion) occur semi-annually, unless an Event of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting FileDefault exists. Bank shall take reasonable steps to keep confidential all information obtained in any such inspection or audit, but Bank shall have a the right from time to time hereafter disclose any such information to audit Borrower’s Accounts its auditors, regulatory agencies, and appraise Collateral attorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be at Borrower’s expenseexpense and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Bank’s then current standard charge for the same), plus reasonable out-of-pocket expenses; provided that such audits will be conducted so long as no more often than every six (6) months unless an Event of Default has occurred and is continuing, Borrower shall not be required to pay such expenses more than twice per fiscal year.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within 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 end last day of each calendar monthReconciliation Period, a company prepared consolidated balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible Officer; (b) as soon as available, but Officer and 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably a form acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or ; (ii) such qualification exists due to a pending maturity under this Agreement); within five (c5) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K, 10-Q and 8-K filed with the SEC, but in no event shall the Form 10-K and 10-Q filed with shall be delivered later than ninety (90) days after the Securities and Exchange Commissionlast day of Borrower’s fiscal year; (diii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000250,000.00) or more; (eiv) as soon as available, but in any event within no later than thirty (30) days after the end of each fiscal year last day of Borrower, (i) annual operating budgets (including income statements, balance sheets’s fiscal year, and cash flow statementscontemporaneously with any updates or amendments thereto, 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 plans and projections; and (fv) such budgets, sales projections, operating plans or other financial information as Bank may of Borrower reasonably request from time to time. requested by Bank. (b) Within 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, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth of Exhibit B. (c) Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall be conducted as frequently as Bank determines in its reasonable discretion that conditions warrant. In the Client Reporting Fileevent Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence and during the continuance of an Event of Default, Bank shall have a right from time to time hereafter to may audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower. (d) Upon Bank’s reasonable request, provide a written report on any Financed Receivable, where payment of such audits will Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail reasonably acceptable to Bank. (f) Immediately upon Borrower becoming Streamline Facility Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank with (i) as soon as available, but no later than thirty (30) days following each Reconciliation Period, (ii) together with each request for an Advance based upon Aggregate Eligible Accounts, and (iii) as required by Section 2.1.1(i), a duly completed Borrowing Base Certificate signed by a Responsible Officer. (g) Immediately upon Borrower ceasing to be conducted no more often than every six (6) months unless Streamline Facility Eligible, provide Bank with a current aging of Accounts in form and detail reasonably acceptable to Bank and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Event of Default has occurred Advance Request and is continuingInvoice Transmittal with respect to each such Account.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are and certified by an officer of Borrower reasonably acceptable to Bank) and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s '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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) within ten (10) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8K filed with the Securities and Exchange Commission; (d) 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 One Hundred Thousand Dollars ($500,000100,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (fe) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty twenty five (3025) days after the last day of each monthmonth (or portion thereof) during which there are any Advances outstanding under the Committed Revolving Line, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower provided however that the Borrowing Base Certificate shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth be delivered only in the Client Reporting Fileevent that the Borrower has requested Advances under the Committed Revolving Line. Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral at Borrower’s 's expense, provided that such audits will be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuingcontinuing with the first such audit to take place within one hundred eighty (180) days of the Closing Date.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank each and all of the following to Bank: financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) As soon as available, but and in any event within thirty no later than the earlier of (30i) the date Borrower is required by the SEC to deliver its Form 10-K for any fiscal year of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) one hundred twenty (120) days after the end of each calendar monthfiscal year of Borrower, 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 Borrower shall deliver to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 and consolidating financial statements of Borrower and its Subsidiaries (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an that is unqualified or qualified in a manner acceptable to Bank from WithumSmith+▇▇▇▇▇, PC, ▇▇▇▇▇ & ▇▇▇▇▇, or another independent certified public accounting firm reasonably acceptable to Bank Bank; provided that filing with the SEC within the time period specified above of Borrower’s annual report on Form 10-K for such fiscal year (it being understood that together with Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the existing accounting firm Securities Exchange Act of 1934) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(i). (ii) As soon as available, and in any event no later than the earlier of (i) the date Borrower is required by the SEC to deliver its Form 10-Q for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the end of each fiscal quarter of Borrower, Borrower shall deliver to Bank an unaudited consolidated and consolidating balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the consolidated operations of Borrower and other nationally recognized accounting firms are its Subsidiaries during such period, in a form reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Bank and certified by a Responsible Officer; provided that filing with the SEC within the time period specified above of Borrower’s investors provide additional equity as needed or quarterly report on Form 10-Q prepared in compliance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(ii). (iiiii) such qualification exists due Promptly after the same become publicly available, Borrower shall deliver to a pending maturity under this Agreement); (c) Bank copies of all statements, reports, registration statements 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 Form 10-K and K, 10-Q and 8-K (or their equivalents) filed with the Securities SEC; provided that filing with the SEC within the time period specified above (if applicable) of any of Borrower’s registration statements and Exchange Commission; reports on Form 10-K, 10-Q and 8-K (dor their equivalents) promptly prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(iii). (iv) As soon as available, and in any event no later than thirty (30) days following the Closing Date, Borrower shall deliver to Bank an unaudited balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the operations of SenDEC Corp. for the period commencing January 1, 2011 and ending January 21, 2011, in a form reasonably acceptable to Bank and certified by a Responsible Officer. (v) Promptly upon receipt of notice thereof, Borrower shall deliver to Bank 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 ($500,000500,000.00) or more; . (evi) Promptly, and in any event within five (5) Business Days after receipt thereof by Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any Subsidiary thereof. (vii) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. (viii) Within forty-five (45) days after the last day of each fiscal quarter, Borrower shall deliver to Bank 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 (if such status has changed), as well as any material claim of infringement against Borrower’s Intellectual Property or any change in Borrower’s Intellectual Property that would reasonably be expected to have a Material Adverse Effect, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright application or registration not specified in the Exhibits to the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (b) As soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within thirty (30) days after the last day of each calendar month, Borrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto, together with aged listings of accounts receivable and accounts payable. an inventory report in a form reasonably acceptable to Bank. (c) As soon as available, and in any event no later than the earlier of (i) ten (10) days following Borrower’s delivery of its Form 10-Q to the SEC for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the end of each fiscal quarter of Borrower, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in of Exhibit E hereto. (d) No later than forty-five (45) days after the Client Reporting File. beginning of each fiscal year of Borrower, Borrower shall deliver to Bank a detailed annual Budget, and Borrower shall notify Bank of each material change to or deviation from such Budget within ten (10) Business Days after Borrower’s board of directors has approved such change or deviation. (e) Subject to any restrictions imposed by the DSS or any other Governmental Authority, Borrower shall permit Bank directly and through another Person on Bank’s behalf and Bank shall have a right from time to time hereafter hereafter, directly and through another Person on Bank’s behalf, to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense; provided, provided that such audits will be conducted however, that, so long as no more often than every six (6) months unless an Event of Default has occurred and is continuing, Bank shall be entitled to conduct only one (1) such audit or appraisal during any twelve (12)-month period. (f) Borrower shall provide such additional statements and information as Bank may from time to time reasonably request, in form reasonably acceptable to Bank.

Financial Statements, Reports, Certificates. Borrower RasterOps shall deliver the following deliver, or cause to be delivered, to Bank: : (a) as soon as available, but in any no event within later than 3:00 p.m. on each day after the date of this Agreement that is not a Saturday or Sunday, a report in the form of SCHEDULE 6.3(a) of the Borrowers' sales and collections for the prior day that is not a Saturday or Sunday; (b) as soon as available but in no event later than fifteen (15) days after the last day of each month, a "Borrowing Base Certificate" signed by an officer of RasterOps in substantially the form of SCHEDULE 6.3(b) hereto, together with (i) aged listings of accounts receivable and accounts payable, (ii) a schedule showing purchases of Sony Inventory and Panasonic Inventory for the month then ended and the total aggregate indebtedness outstanding to ▇▇▇▇ Atlantic - Tricon Leasing Corporation, and IBM Credit as of the end of such month, (iii) the distributor sell through reports that report the five highest aggregate sell throughs of the previous month, and (iv) all sales return information reports; (c) as soon as available, but in no event later than thirty (30) days after the end of each calendar month, (i) a company prepared consolidated and consolidating balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidated the Borrowers' and their Subsidiaries' operations during such period, certified by an officer of RasterOps reasonably acceptable to Bank, and (ii) as agent for each Borrower, a "Compliance Certificate" signed by an authorized officer of RasterOps in substantially the form of SCHEDULE 6.3(c) hereto; (d) as soon as available, but in no event later than ninety (90) days after the end of RasterOps's fiscal year, audited consolidated and consolidating financial statements of RasterOps covering RasterOps and its Subsidiaries' operations during the previous fiscal year which are prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are by an independent certified public accounting firm 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 such independent certified public accounting firm reasonably acceptable to Bank firm, and (it being understood that at the existing accounting firm time of filing with the Borrower appropriate tax authorities) the tax returns of Borrowers; (e) as soon as available, but in no event later than five (5) days after RasterOps files the same with the Security and other nationally recognized accounting firms are reasonably acceptable to BankExchange Commission, a copy of RasterOps's quarterly 10-Q report and annual 10-K report; (f) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) promptly upon becoming available, copies of all statements, reports, reports and notices sent or made available generally by any 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; Debt; (dg) promptly immediately upon receipt of written notice thereof, a report of any material 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 Borrower; and ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (fh) such budgets, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Borrowers' Accounts and appraise Collateral at Borrower’s borrowers' expense, provided that such audits will be conducted no more often than every six three (63) months unless an Event of Default has occurred and is continuingoccurred.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty fifty (3050) days after the end of each calendar monthof Borrower's fiscal quarters, a company prepared consolidated balance sheet, income statement, copy of the report filed by Borrower on Form 10-Q with the Securities 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible OfficerExchange Commission; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s 's fiscal year, a copy of the report filed by Borrower on Form 10-K with the Securities and Exchange Commission, together with audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with and an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm each of the "Big 4" accounting firms is acceptable), which financial statements shall reflect no material adverse changes from the financial statements prepared by Borrower and other nationally recognized accounting firms are reasonably acceptable delivered to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) as soon as available, but in any event within five (5) days after filing, copies of all statements, reports, 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 and any other 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 threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000250,000) or more; (e) as soon as available, but in any event case within thirty ninety (3090) days after the end first day of each fiscal year year, Borrower's business plan, including operating budget, for such year. Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form 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 as Bank may reasonably request from time to timeExhibit D hereto. Within thirty twenty-five (3025) days after of the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit C hereto, together with aged listings of Borrower's accounts receivable payable and accounts payablereceivable, in each case in form and substance reasonably satisfactory to Bank and certified by a Responsible Officer. Bank agrees to adjust Borrowing Base within ten (10) days of receipt of Borrowing Base Certificate and further agrees to advise Borrower of any changes to the Certificate submitted by Borrower. Borrower shall deliver to Bank with as soon as available, but in any event within thirty (30) days after the monthly financial statements end of each month, a Compliance Certificate signed company prepared balance sheet, income statement and cash flow statement covering Borrower's consolidated domestic operations during such period, in a form and certified by a Responsible an Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time of Borrower reasonably acceptable to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth and within forty five (45) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty twenty (180120) days after the 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 in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ciii) if applicable, copies of all material statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000100,000) or more; (ev) 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 end of each fiscal year beginning of Borrower’s fiscal year, (i) annual Borrower’s financial and business projections and operating budgets (including income statementsbudget for that year, balance sheets, and cash flow statements, by month) for the upcoming fiscal year with evidence of Borrower, and (ii) annual financial projections for the following fiscal year as approved approval thereof by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (fvii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. Within ; and (viii) within thirty (30) days after 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 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. (a) On a bi-monthly basis, on the 15th and last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. payable (the “A/R and A/P Listings”), and within three (3) days of the date such A/R and A/P Listings are due, Borrower shall deliver to Bank a contractual backlog trend report in form reasonably satisfactory to Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form set of Exhibit E hereto. (c) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth in details of the Client Reporting File. Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (d) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that after the initial audit, such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) as soon as available, but in any event event, prior to a Qualified Public Offering, within thirty twenty five (3025) days after the end of each calendar month, and after a Qualified Public Offering within twenty five (25) days after the end of each quarter unless required more frequently by the Bank while any Credit Extension is outstanding, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are and certified by an officer of Borrower reasonably acceptable to Bank) and certified by a Responsible Officer; ; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s '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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); ; (c) within five (5) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; ; (d) 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 One Hundred Thousand Dollars ($500,0001 00,000) or more; more prior to a Qualified Public Offering or that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more after a Qualified Public Offering; (e) as soon as available, but in any event within thirty (30) days after the end 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 as Bank may reasonably request from time to time. Within thirty 17 Prior to a Qualified Public Offering, within twenty five (3025) days after the last day end of each month, Borrower shall deliver to and after a Qualified Public Offering, within twenty five (25) days after the end of each quarter unless required more frequently by the Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Filewhile any Credit Extension is outstanding, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof EXHIBIT D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral at Borrower’s '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. If Borrower does not receive at least THREE MILLION DOLLARS ($3,000,000) in new equity or subordinated debt prior to September 30, 1997, then Bank shall have the right to require additional collateral monitoring in a manner and frequency acceptable to Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood provided that Borrower shall deliver drafts of such financial statements for the existing accounting firm of fiscal years ending December 31, 2005 and December 31, 2006 on or before April 30, 2007 and such final audited financial statements for the Borrower fiscal years ending December 31, 2005 and other nationally recognized accounting firms are reasonably acceptable to Bank) (December 31, 2006 on or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreementbefore June 30, 2007); (ciii) if applicable, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) 250,000 or more; (ev) 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) 30 days after the end of each prior to Borrower’s fiscal year of Borrowerend, (i) operating budgets, annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) financial forecasts for the upcoming subsequent fiscal year of Borroweryear, 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 (fvii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. . (a) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. . (b) Within 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form set of Exhibit E hereto. (c) As soon as possible and in any event within 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth in details of the Client Reporting File. Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (d) Bank shall have a right from time to time hereafter to audit or request that its designated agent audit Borrower’s Accounts and appraise Collateral at Borrower’s expenseexpense (each a “Collateral Audit”), with results satisfactory to Bank, provided that such audits will be conducted no more often than every six (6) 6 months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or ..pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated balance sheet, sheet and 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (bii) as soon as available, but in any event within no later than one hundred eighty (180) days after the end last day of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ciii) within five (5) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionSEC; (div) promptly upon receipt of notice thereof, 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 Five One Hundred Thousand Dollars ($500,000100,000.00) or more; (ev) as soon as available, but in any event within no later than thirty (30) days after the end of each fiscal year last day of Borrower, (i) annual operating budgets (including income statements, balance sheets’s fiscal year, and cash flow statementscontemporaneously with any updates or amendments thereto, 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 plans and projections; and (fvi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. requested by Bank. (b) Within thirty (30) days after the last day of each monthReconciliation Period, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in of Exhibit B. (c) Allow Bank to inspect the Client Reporting File. Bank shall have a right from time to time hereafter to Collateral and audit and copy Borrower’s Accounts and appraise Collateral at Books, including, but not limited to, Borrower’s expenseAccounts, provided that such upon reasonable notice to Borrower. Such inspections or audits will shall be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within thirty (30) days of the initial Credit Extension. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower. (d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank. (f) Immediately upon Borrower becoming Streamline Facility Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a duly completed Borrowing Base Certificate signed by a Responsible Officer. (g) Immediately upon Borrower ceasing to be Streamline Facility Eligible, provide Bank with a current aging of Accounts and, to the extent not previously delivered to Bank, a copy of the invoice for each Eligible Account and an Advance Request and Invoice Transmittal with respect to each such Account. (h) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form and detail acceptable to Bank. (i) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankBank in each case at both the Inglewood and the Boston addresses referenced in Section 10: (a) as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthquarter, a company prepared consolidated balance sheet, income statementincome, and cash flow statement statement, together with aged listings of accounts receivable and accounts payable, covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, applied in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) copies of all material statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and 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 threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000250,000) or more; (e) as soon as available, but in any event within no more than thirty (30) days after the end of each fiscal year of end, Borrower, (i) ’s annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) financial forecast for the upcoming fiscal year of Borrowersubsequent year, and (ii) annual financial projections for the following fiscal year broken down by quarter, as approved by Borrower’s board Board of directors, together with any related business forecasts used in the preparation of such annual financial projectionsDirectors; and (f) such budgets, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting FileBank, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly quarterly financial statements statements, a 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 appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuingExhibit C hereto.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as availablea Transaction Report (and any schedules related thereto), but in any the event within that Borrower’s Net Cash is less than Fifty Million Dollars (the “Net Cash Threshold”) and provided no Event of Default has occurred and is continuing, no later than 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; ; (b) as soon as availablein the event that Borrower’s Net Cash is (i) greater than the Net Cash Threshold and there are outstanding Obligations, within five (5) days of filing its Form 10-Q with the SEC, but in any event within one hundred eighty no later than fifty (18050) days after the end of Borrower’s each fiscal yearquarter, 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) copies of all statementsless than the Net Cash Threshold and there are outstanding Obligations, 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; (d) 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 ($500,000) or more; (e) as soon as available, but in any event within no later than thirty (30) days after the end of each fiscal year month, (A) accounts receivable agings, aged by invoice date, for the applicable period, (B) accounts payable agings for the applicable period, aged by invoice date, and outstanding or held check registers, if any, (C) reconciliations of accounts receivable agings for the applicable period (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; provided, however, notwithstanding the foregoing requirements of this Section 6.2(b), in the event Borrower’s Net Cash is (i) annual operating budgets (including income statements, balance sheets, greater than the Net Cash Threshold and cash flow statements, by month) for the upcoming fiscal year of Borrowerthere are no outstanding Obligations, and (ii) annual financial projections less than the Net Cash Threshold and there are no outstanding Obligations, Borrower will not be required to provide the reports in clauses (A) through (D) of this Section and no Advances shall be made under this Agreement until such time as Borrower shall provide to Bank the reports in clauses (A) through (D) not less than thirty (30) days prior to the request for the following fiscal year an Advance; (c) as approved by Borrower’s board of directorssoon as available, 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 as Bank may reasonably request from time to time. Within but no later than thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form set forth in “Monthly Financial Statements”); (d) within thirty (30) days after the Client Reporting File, last day of each month and together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in the Client Reporting File. this Agreement and such other information as Bank shall have reasonably request, including, without limitation, a right from time statement that at the end of such month there were no held checks; (e) [Reserved]; (f) as soon as available, but no later than forty-five (45) days after the end of each fiscal year approval by the Board of Directors, (A) a business forecast for the following fiscal year (including quarterly projected balance sheets, income statements, and cash flow statements) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to time hereafter to audit Borrower’s Accounts venture capital investors; (g) As soon as available, within five (5) days of filing its Form 10-K with the SEC, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (h) as soon as available, within five (5) days of filing its Form 10-Q with the SEC, and appraise Collateral in any event within fifty (50) days after the end of each fiscal quarter of Borrower, company prepared consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Quarterly Financial Statements”); (i) within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s expensewebsite address; (j) within five (5) days of delivery, provided copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (k) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that such audits will be conducted no more often than every six could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars (6$250,000) months unless an Event of Default has occurred and is continuingor more; and (l) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar monthquarter, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such the period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (bii) as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end of Borrower’s 's fiscal year, audited audited, consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ciii) within five (5) days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, 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 Five One Hundred Thousand Dollars ($500,000100,000.00) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (iiv) 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 as Bank may reasonably request from time to time. requests. (b) Within thirty twenty-five (3025) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof EXHIBIT B, together with aged listings of accounts receivable and accounts payable. (by invoice date). (c) Within twenty-five (25) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements Borrowing Base Certificate, a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in of EXHIBIT C. (d) Bank has the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral at Borrower’s 's expense, provided that such but the audits will shall be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, the first audit shall be conducted on or before forty-five (45) days after the Closing Date.

Financial Statements, Reports, Certificates. Until such time as Borrower is a publicly reporting company, Borrower shall deliver the following to Bank: each Lender: (a) 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 statement, statement and cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by Borrower's president, treasurer or chief financial officer (a "Responsible Officer"); (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s '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 a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank Agent; and (it being understood that c) such other financial information as Lenders may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, Borrower shall deliver to each Lender promptly as they are available and in any event: (x) at the existing accounting firm 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 the time of filing of Borrower's Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower and other nationally recognized accounting firms are reasonably acceptable filed with such Form 10-Q. In addition, Borrower shall deliver to Bank) (or an opinion qualified for going concern so long as each Lender (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) promptly upon becoming available, copies of all statements, reports, reports and notices sent or made available generally by Borrower to all of its security holders or to any holders of Subordinated Debt andholders, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dii) promptly immediately upon receipt of notice thereof, a report of any legal actions pending action, proceeding or threatened against governmental investigation involving Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Thousand Dollars ($500,000100,000) or more; , (eiii) as soon as available, but in any event within no less than thirty (30) days after prior to Borrower's incurrence of any Indebtedness for borrowed money in excess of One Hundred Thousand Dollars ($100,000), written notice thereof describing in reasonable detail the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets, terms and cash flow statements, by month) for the upcoming fiscal year of Borrowerconditions thereof, 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 (fiv) such budgets, sales projections, operating plans or other financial information as Bank Lenders may reasonably request from time to time. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankLender: (a) 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 statement, statement and cash flow statement covering Borrower’s consolidated and Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, if Borrower ceases to be a reporting company for purposes of the Securities Exchange Act of 1934, as amended, or ceases to file financial statements with the SEC, audited consolidated combined financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement)Lender; (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; (d) 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 the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. and (e) such other financial information as Lender may reasonably request from time to time. In addition, Borrower shall deliver to Lender (i) promptly upon becoming available, copies of all statements, reports, 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 holders; and 10-Q filed with the Securities and Exchange Commission; (dii) promptly immediately upon receipt of notice thereof, a report of any material legal actions ****** — Material has been omitted and filed separately with the Commission pending or threatened against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary is commenced that could is reasonably expected to result in damages or costs to Borrower or any Subsidiary of Five One Hundred Fifty Thousand Dollars ($500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing150,000).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar monthof Borrower's fiscal quarters, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer; (b) as soon as available, but in any event with thirty (30) days of the end of Borrower's fiscal quarter, a report, signed by a Responsible Officer, of aged listings of Borrower's accounts receivable and accounts payable; (c) as soon as available, but in any event within fifty (50) days after the end of each of Advanced Polymer Systems, Inc.'s fiscal quarters, all reports of Advanced Polymer Systems, Inc.'s Form 10-Q filed with the Securities and Exchange Commission; (d) as soon as available, but in any event within one hundred eighty and twenty (180120) days after the end of Borrower’s 's fiscal yearyear for the year ending December 31, 1995, consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied; (e) as soon as available, but in any event within one hundred and twenty (120) days after the end of Borrower's fiscal year for each fiscal year after the fiscal year ending December 31, 1995, 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (cf) as soon as available, but in any event within one hundred and twenty (120) days after the end of Advanced Polymer System's fiscal year, all reports of Advanced Polymer Systems, Inc.'s Form 10-K filed with the Securities and Exchange Commission; (g) within five (5) days upon becoming available, copies of all statements, reports, reports and notices sent or made available generally by Borrower and Advanced Polymer Systems, Inc. to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (dh) as soon as available, but in any event within thirty (30) days after the end of Borrower's and Advanced Polymer Systems, Inc.'s fiscal quarters, respectively, annual financial forecasts on the balance sheet, income statement, and cash flow statement for the upcoming four quarters for Borrower and Advanced Polymer Systems, Inc.; (i) 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 One Hundred Thousand Dollars ($500,000100,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (fj) such budgets, sales projections, operating plans or other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit C hereto. Bank Borrower shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral at Borrower’s '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. Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty forty seven (3047) days after the end of each calendar monthof the first three fiscal quarters of each year, a company prepared consolidated balance 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 (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty twenty (180122) days after the end of Borrower’s each fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ciii) if applicable, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Material Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Material Subsidiary of Five Hundred Thousand One Million Dollars ($500,0001,000,000) or more; (ev) 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 sixty (3060) days after the end of each Borrower’s fiscal year of year, Borrower, (i) annual operating budgets (including income statements, balance sheets, ’s financial and cash flow statements, by month) business projections and budget for the upcoming fiscal year immediately following year, with evidence of Borrower, and (ii) annual financial projections for the following fiscal year as approved approval thereof by Borrower’s board of directors, together with any related business forecasts used in the preparation of ; (vii) such annual financial projections; and (f) such budgets, annual sales projections, annual operating plans or other annual financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. Within thirty ; and (30viii) within sixty (60) days after of the last day of each monthfiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed with the U.S. Patent and Trademark Office or the U.S. Copyright Office in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright registered with the U.S. Patent and Trademark Office or the U.S. Copyright Office not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (a) Together with the delivery of the financial statements described in Section 6.2(i) and 6.2(ii), Borrower shall deliver to Bank a Borrowing Base Compliance Certificate certified as of the last day of the applicable quarter and signed by a Responsible Officer in substantially the form set forth in of Exhibit D hereto. (b) Promptly within two (2) Business Days upon becoming aware of the Client Reporting Fileoccurrence or existence of an Event of Default hereunder, together with aged listings a written statement of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially setting forth details of the form set forth in Event of Default, and the Client Reporting File. action which Borrower has taken or proposes to take with respect thereto. (c) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months once per year unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of quarterly financial statements, the quarterly intellectual property report, and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) within forty five (45) days after the end of each calendar quarter, aged listings of accounts receivable and accounts payable; (b) as soon as available, but in any event within forty five (45) days after the end of each calendar quarter, a Borrower prepared consolidated balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such month, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank along with 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 five (5) days after the filing thereof, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) as soon as available, but in any event within thirty (30) days after the end last day of each calendar month, a company prepared consolidated balance sheetcopies of all bank statements with respect to any depository, 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 operating or investment accounts not maintained at Bank; (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are 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 (it being understood that the existing accounting firm of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (ce) copies of all statements, reports, 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; Debt; (df) 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 Two Hundred Fifty Thousand Dollars ($500,000250,000) or more; , or any commercial tort claim (eas defined in the Code) acquired by Borrower with a value of Two Hundred Fifty Thousand Dollars ($250,000) or more; (g) as soon as availableprovided to Borrower’s board of directors, but in any event within thirty no later than sixty (3060) days after the end beginning of each fiscal year of Borrower’s, (i) annual operating budgets projections (including income statements, balance sheets, sheets and cash flow statements, by monthstatements presented in a monthly format) for the upcoming fiscal year of Borroweryear, in form and 12. substance reasonably satisfactory to Bank, 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 (fh) such other budgets, sales projections, operating plans or plans, other financial information 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 a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the last day of each month (except that the financial statements for the month of January will be delivered together with the February financial statements but the Compliance Certificate for January shall be delivered per subsection (b) below within 30 days of the end of each calendar monthJanuary), a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such the period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (bii) as soon as available, but in any event within one hundred eighty (180) no later than 120 days after the end last day of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank Bank; provided that Borrower shall be deemed to have satisfied such requirement if such financial statements are available from public sources (it being understood that e.g., online through the existing accounting firm of the Borrower Securities and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) BorrowerExchange Commission’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement▇▇▇▇▇ website service); (ciii) as soon as available, but no later than 45 days after the last day of each of Borrower’s fiscal quarters, company prepared consolidated balance sheet and income statement and statement of cash flows covering Borrower’s consolidated operations during the period; provided that Borrower shall be deemed to have satisfied such requirement if such financial statements are available from public sources (e.g., online through the Securities and Exchange Commission’s ▇▇▇▇▇ website service); (iv) within 5 days of filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10Form 8-K and 10-Q filed with the Securities and Exchange Commission; provided that Borrower shall be deemed to have satisfied such requirement if such reports are available from public sources (de.g., online through the Securities and Exchange Commission’s ▇▇▇▇▇ website service); (v) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or or, to the knowledge of a Responsible Officer, threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) 250,000 or more; (e) as soon as available, but in any event within thirty (30) days after the end 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 (iivi) 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 as Bank may reasonably request from time requests, including without limitation annual projections approved by Borrower’s board of directors, in a format reasonably acceptable to time. Bank (and Bank hereby acknowledges that the format of Borrower’s projections delivered to Bank prior to the Effective Date is acceptable), within 45 days after the end of Borrower’s fiscal year. (b) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in of Exhibit C. (c) Bank has the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expenseexpense (not to exceed $5,000 unless an Event of Default has occurred and is continuing), provided that such but the audits will be conducted no more often than every six year unless an Event of Default has occurred and is continuing. Each audit will be conducted during reasonable business hours and upon reasonable (6and in no event less than 5 Business Days) months prior notice, unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty no later than twenty-five (3025) days after the end last day of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and period certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (bii) as soon as available, but in any event within no later than one hundred eighty thirty-five (180135) days after the end last day of Borrower’s 's fiscal yearyear (except for the Borrower's fiscal year end 2002, which shall be delivered to the Bank on or before August 18, 2003), audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank Bank; (it being understood iii) in the event that the existing accounting firm Borrower's stock becomes publicly held, within five (5) days of the Borrower and other nationally recognized accounting firms are reasonably acceptable to Bank) (or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a pending maturity under this Agreement); (c) filing, copies of all statements, reports, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Two Hundred Fifty Thousand Dollars ($500,000250,000.00) or more; (ev) as soon as available, but in any event within thirty not later than forty-five (3045) days after prior to the end of each fiscal year last day of Borrower's fiscal year, (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) plans for the Borrower's 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 projectionsyear; and (f) such budgets, sales projections, operating plans or other vi)other financial information as Bank may reasonably request from time to time. requested by Bank. (b) Within thirty twenty-five (3025) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting Fileof Exhibit C, together with aged listings of accounts receivable and accounts payable. (by invoice date). (c) Borrower shall also deliver to Bank with the monthly and annual financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. of Exhibit D. (d) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise 's Collateral at Borrower’s 's expense, provided that such . Such audits will shall be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, no Advances shall be made prior to the completion of the initial audit (the "Initial Audit"). The Initial Audit shall be at the sole expense of the Borrower and shall be completed on or before June 30, 2003.