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

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) (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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Lenders: Agent, with copies to each Lender (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement in each case, on a consolidated basis, covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 45 days after the end of each quarter during Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated financial statements of Borrower prepared in accordance with GAAPbasis, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on covering Borrower's operations during such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lendersperiod; and (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) within 90 days after the end of each of Borrower’s 's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, an annual operating budget approved audited by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form independent certified public accountants reasonably acceptable to LendersAgent and certified, listing without any applications or registrations qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that Borrower has made or filed in respect such accountants do not have knowledge of the existence of any PatentsDefault or Event of Default. Such audited financial statements shall include a balance sheet, Copyrights profit and loss statement, and statement of Trademarks and the status of any outstanding applications or registrationscash flow and, as well as any material change in Borrower’s intellectual property and (ii) promptly after filingif prepared, written notice of the filing of any applications or registrations such accountants' letter to management. Together with the United States Patent 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 Trademark Office Form 8-K Current Reports, and any other filings made by Borrower with the United States Copyright Office, including the date of such filing Securities and the registration or application numbersExchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Within twenty (20) days after Each month, together with the last day of each monthfinancial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Lenders Agent, with copies to each Lender a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially its chief financial officer to the form of Exhibit C hereto, together with effect that: (i) aged listings with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of accounts receivable the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and accounts payablebeing subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) 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) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, 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) perpetual inventory reports for ), (iii), or (iv), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (in accordance she may have knowledge and what action Borrower has taken, is taking, or proposes to take with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentrespect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Lenders with the monthly Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportstatements, papers related thereto.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 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 Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 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 (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) 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) no later than twenty five (25) days prior to the end of each fiscal year of Borrower, an annual business plan including a monthly operating budget; (vii) such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) as soon as available, but in any event within thirty (i30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated 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 Lenders 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; and (iic) (i) as soon as available, but in any event within thirty (30) no later than 270 days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such periodfiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, in a form together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Lenders 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 (beginning with the 2010 fiscal year)years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) 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; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, 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 Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 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 (other than a qualification for a going concernconcern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) 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 not later than thirty (30) days from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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, as applicable, balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) starting with the fiscal year ending December 31, 2016, as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating, as applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) concern related solely to Borrower’s liquidity position or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 45 days after the end of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and(excluding any materials provided to such security holders, if applicablestockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) periodic informal clinical updates on any material developments as Borrower may determine or upon request of Bank and (vii) such budgets, sales projections, operating plans or other financial information related to Borrower’s business generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within thirty (i30) 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 acceptable to Lenders and certified Bank along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D-1 hereto; and (iic) as soon as available, but in any event within thirty two hundred ten (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180210) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) 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; (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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim acquired by Borrower; (ef) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty ten (3010) days after prior to the end beginning of Borrower’s next fiscal year, an annual operating budget projections (including income statements, balance sheets and cash flow statements presented in a monthly format) approved by Borrower’s board Board of directors; and (f) (i) within thirty (30) days of Directors for the last day of each upcoming fiscal year, a report signed by Borrower, in form and substance reasonably acceptable satisfactory to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableBank, and (iig) perpetual inventory reports for the Inventory valued on a first-insuch budgets, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such sales projections, operating plans, other inventory reports information as are requested by Lenders in their good faith business judgment. Borrower shall deliver Bank may reasonably request from time to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver to Agent and the following to Lenders: (a) (i) 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, if applicable, balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible OfficerOfficer pursuant to a Compliance Certificate; and (ii) as soon as available, but in any event within thirty (30) 90 days after the end of each calendar quarter, a company prepared consolidating consolidated and consolidating, if applicable, balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required pursuant to the Investment Agreement) consolidated and consolidating, if applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concernconcern solely due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Agent and the Required Lenders) on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent and the Required Lenders; (civ) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than the earlier of (A) 60 days after the end of each fiscal year during the term of this Agreement or (B) five days following approval by Borrower’s Board of Directors; (v) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evii) such budgetspromptly upon receipt, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved each management letter prepared by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in independent certified public accounting firm regarding Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.management

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent, with copies to each Lender, each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) 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 Borrower’s fiscal quarters) days after the end of each calendar monthmonth during each of Borrower’s fiscal years (a) on a monthly basis, a company prepared an unaudited consolidated balance sheet, income statement, statement and statement of cash flow statement covering Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, and on a quarterly basis, an unaudited consolidated statement of shareholders’ equity covering Borrower’s and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (iib) Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable. as soon as available, but in any event within thirty (30) 120 days after the end of each calendar quarterof Borrower’s fiscal years (c) consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a company condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.16), by such accountants to have been prepared consolidating in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and cash flow statement covering Borrowerof shareholder’s consolidating operations during equity and, if prepared, such periodaccountants’ letter to management), prepared in accordance and (d) a Compliance Certificate along with GAAPthe underlying calculations, consistently appliedincluding the calculations to arrive at EBITDA to the extent applicable, in and (e) a form acceptable to Lenders and certified by a Responsible Officer; (b) detailed calculation of Excess Cash Flow. as soon as available, but in any event within one hundred eighty (180) 30 days after the end start of each of Borrower’s fiscal year years, (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (cf) copies of all statementsBorrower’s Projections, reports in form and notices sent or substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 2 years, year by year, and for the forthcoming fiscal year, quarter by quarter, certified by the chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby. if and when filed by Borrower, (g) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (h) any other filings made available generally by Borrower with the SEC, and (i) any other information that is provided 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as availableshareholders generally. promptly, but in any event no later than thirty within 5 days (30j) notice of such event or condition and a statement of the curative action that after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, the Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in any event within 5 days after the end service of Borrower’s fiscal yearprocess with respect thereto on Borrower or any of its Subsidiaries, an annual operating budget approved by Borrower’s board of directors; and (fk) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change. upon the filing request of Agent, (l) any applications other information reasonably requested relating to the financial condition of Borrower or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anyits Subsidiaries. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Schedule 5.2

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within twenty (i20) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month recurring revenue report and a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty twenty-five (3025) days after the end of each calendar month, 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 acceptable to Lenders and certified Bank along with a Compliance Certificate signed by a Responsible Officer; and (ii) as soon as available, but Officer in any event within thirty (30) days after substantially the end form of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerExhibit D 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) 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; (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 Two Hundred Fifty Thousand Dollars ($250,00050,000) or more, or any commercial tort claim acquired by Borrower; (ef) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty fifteen (3015) days after prior to the end beginning of Borrower’s next fiscal year, an annual operating budget approved by Borrower’s board of directors; projections (including income statements, balance sheets and (fcash flow statements presented in a monthly format) (i) within thirty (30) days of for the last day of each upcoming fiscal year, a report signed by Borrower, in form and substance reasonably acceptable satisfactory to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableBank, and (iig) perpetual inventory reports for the Inventory valued on a first-insuch budgets, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such sales projections, operating plans, other inventory reports information as are requested by Lenders in their good faith business judgment. Borrower shall deliver Bank may reasonably request from time to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) as soon as available, but in any event within thirty (i30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a recurring revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (bc) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank; (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders 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; (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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 Borrowers’ operations during such period, prepared in accordance with GAAPincluding a net worth reconciliation and accounting for maintenance of minimum, consistently appliedstate mandated capital requirements (where required), and including copies of bank account statements for any Cash held outside of Bank, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) 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 Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, 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 a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 500,000 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) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty time; (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (ivii) within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by BorrowerParent, in form reasonably acceptable to LendersBank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 such Borrower in connection with this Agreement and (iiviii) promptly after filingas soon as available, written notice of the filing of but in any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day event no later than December 15th of each monthyear, a Board approved, fully-funded operating plan of Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-infollowing year, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver acceptable to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement (for months that are the last month of a fiscal quarter) covering Borrower’s consolidated operations during such period, prepared in accordance with GAAPGAAP (except for the absence of footnotes and subject to year-end audit adjustments), consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an PricewaterhouseCoopers LLP or another independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made WEST\291919990.7 available generally by Borrower to its security holders or to any holders of Subordinated Debt in their capacities as such and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of 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 Two Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; (e) as soon as made available to Borrower’s board of directors, but in any event by March 15 of each year, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (ii) annual financial projections for the (x) current fiscal year as approved by Borrower’s board of directors and (y) following fiscal year as reviewed by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time includingtime. Notwithstanding the foregoing, as soon as available, but in any event no later than thirty (30) days after financial statements and reports required to be delivered pursuant to the end foregoing provisions of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) this Section 6.3 (i) within thirty (30) days of may be delivered electronically and if so delivered, shall be deemed to have been delivered on the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that date on which Bank receives such reports from the Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property through electronic mail and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including shall be deemed to be delivered on the date of such filing documents are filed for public availability on the Securities and the registration or application numbers, if anyExchange Commission’s Electronic Data Gathering and Retrieval System. Within twenty forty-five (2045) days after the last day of each monthfiscal quarter, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) providing aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentKPI Report. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto C hereto. Bank shall have a right from time to time hereafter, upon reasonable prior notice, from time to time during Borrower’s usual business hours, to audit Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (e) as soon as available, but in any event within forty-five (45) 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 any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmenttime. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than once per year unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower Scynexis shall deliver the following to LendersSanofi: (a) (i) 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 statement of cash flow statement flows covering BorrowerScynexis’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form and substance reasonably acceptable to Lenders Sanofi and certified by a Responsible Officer; and (ii) (a) as soon as available, but in any event within thirty (30) 45 days after of the end of each calendar fiscal quarter the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, each prepared in accordance with GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied, in a form acceptable applied (subject to Lenders and certified by a Responsible Officernormal year-end adjustments); (biii) as applicable, (a) as soon as available, but in any event within one hundred eighty (180) 60 days after of the end of Borrower’s each fiscal year (beginning with semi-annual period the 2010 fiscal year), audited consolidated financial balance sheet and related statements of Borrower operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal semi-annual period, each prepared in accordance with GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently appliedapplied (subject to normal year-end adjustments); (iv) as soon as available, together with an unqualified opinion (other than a qualification for a going concern) on such but in any event within 150 days after the end of Scynexis’s fiscal year, audited consolidated and consolidating financial statements of an independent certified public Scynexis prepared in accordance with generally acceptable accounting firm reasonably acceptable to Required Lendersprinciples, consistently applied; (cv) an annual budget, approved by Scynexis’s Board of Directors, as soon as available but not later than 15 days after the beginning of each fiscal year of Scynexis during the term of this Agreement; (vi) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or Scynexis 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; (dvii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower Scynexis or any Subsidiary subsidiary that could reasonably be expected to result in damages or costs to Borrower Scynexis or any Subsidiary subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 300,000 in aggregate or more; (eviii) promptly upon receipt, each management letter prepared by Scynexis’s independent certified public accounting firm regarding Scynexis’s management control systems; and (ix) such budgets, sales projections, operating plans or other financial information generally prepared by Scynexis in the ordinary course of business as any Lender Sanofi may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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, statement and statement of cash flow statement flows covering Borrower’s ’s, Parent Guarantors’ and its Subsidiaries’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower Borrower, Parent Guarantors and their Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is (i) for Fiscal Year 2021 consistent with the opinion given in Borrower’s audited financial statements for its Fiscal Year 2020 and (ii) for Fiscal Year 2022 and thereafter, unqualified opinion (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower an Obligor to its security holders or to any holders of Subordinated Debt 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 in writing against Borrower Borrower, any Parent Guarantor or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower Borrower, any Parent Guarantor or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (ev) promptly upon receipt, each management letter delivered to an Obligor by such Obligor’s independent certified public accounting firm regarding such Obligor’s management control systems; (vi) as soon as available, but in any event within 60 days after each fiscal year end, Bxxxxxxx’s financial and business projections and budget, by month, for such fiscal year, with evidence of approval thereof by Bxxxxxxx’s board of directors (as amended or revised from time to time by the Borrower’s board of directors, the “Projections”); (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Obligors in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) 30 days of the last day of after each yearfiscal year end, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower an Obligor has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Obligors’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of an Obligor in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible OfficerOfficer (except that monthly financial statements may omit substantially all footnotes that would normally be required to be included in GAAP financial statements); and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) 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 Required LendersBank; (ciii) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than 15 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Such Borrower shall deliver the following or cause to Lendersbe delivered to Bank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement flows covering such Borrower’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty one hundred fifty (30150) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of BorrowerSilverback’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower Silverback and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a including no going concernconcern 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 Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and, 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 in writing against Borrower such Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to Borrower such Borrower, any Subsidiary or any Subsidiary Guarantor of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (ev) promptly upon receipt, each management letter prepared by such Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) as soon as available, but in any event not later than December 31 of each year, Silverback’s financial and business projections and budget for the immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by such Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that such Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in such Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (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 sheetfinancial statements including a cash 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, together with a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit F hereto; (b) as soon as available, but in any event within one hundred eighty and twenty (180120) days after the end of Borrower’s fiscal year (beginning commencing with the 2010 fiscal year)year ending December 31, 2016, audited consolidated financial statements of Borrower prepared by Borrower in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of to be audited by an independent certified public accounting firm reasonably acceptable to Required LendersLender; (c) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or thirty (30) days following the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format, as approved by Borrower’s board of directors; (d) copies (or limited on line viewing access) of Borrower’s bank statements delivered monthly as soon as practicably 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 maintains deposit or securities accounts; (e) copies of all material statements, reports and notices sent or made available generally quarterly by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, which shall include current financial statements; (f) all reports on Forms 10-K and 10-Q information filed with the Securities and Exchange CommissionCommission (“SEC”) promptly after filing with the SEC; provided that posting of such information on the Borrower’s website shall constitute delivery for purposes of this clause (f); (dg) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars Borrower; and ($250,000) or more; (eh) such budgets, sales projections, operating plans or other financial information requested by Lender and mutually agreed to by Borrower, as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) (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, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by Borrower’s president, chief executive officer, treasurer or chief financial officer (each, a “Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Required Lenders; and (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; 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 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. In addition, Borrower shall deliver to Lenders (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K holders; and 10-Q filed with the Securities and Exchange Commission; (dii) promptly 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within thirty (i30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a deferred revenue listing; (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each quarter, a Borrower prepared consolidated and consolidating balance sheet, 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 Lenders Bank; provided, however, that the filing of such financial statements with the Securities and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Exchange Commission through EXXXX will satisfy Borrower’s consolidating operations during delivery obligations hereunder upon notice to Bank of such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officerfilings; (bd) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; provided, however that the filing of such financial statements and opinion of an independent certified public accounting firm with the Securities and Exchange Commission through EXXXX will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (ce) unless complete copies of the following are not available on EXXXX, 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 CommissionDebt; (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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; (eg) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrower or any Subsidiary maintained outside of Bank; and (h) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as any Lender Bank may reasonably request from time to time includingtime. For the avoidance of doubt, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed all information disclosed by Borrower, in form reasonably acceptable or any of its Subsidiaries, to LendersBank pursuant to this Section 6.3, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed be kept confidential by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (Bank in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportSection 12.9.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared unaudited consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated operations during such periodflows, prepared in accordance with GAAP, consistently appliedGAAP (except for the absence of footnotes and subject to year-end adjustments) accompanied by a report detailing any material contingencies and detailing returns of Borrower’s products or services during such period, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 fiscal year), audited (or such other level as is required by Borrower’s board of directors) consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is either unqualified opinion (other than a qualification or qualified only for a going concern) concern so long as Borrower’s investors commit to provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements statements; (iii) within five (5) business days of approval thereof, but in any event no later than sixty (60) days following the end of each fiscal year, of an independent certified public accounting firm reasonably acceptable to Required Lendersannual budget and business plan; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) 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) promptly following any such change, notice that Borrower has changed its practice of recognizing revenue from product sales as of the shipment date; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenderseach Lender promptly as they are available and in any event: (a) (i) as soon as available, but in any event within thirty (30) days at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each calendar monthfiscal year of Borrower (and in any event, a company prepared consolidated balance sheetwithin ninety (90) days following the end of each fiscal year of Borrower), income statement, and cash flow statement covering Borrower’s consolidated operations during the financial statements of Borrower filed or required to be filed with such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerForm 10-K; and (iib) as soon as available, but in any event within thirty (30) days at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, of the first three fiscal quarters of each fiscal year of Borrower (and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event event, within one hundred eighty forty-five (18045) days after following the end of Borrower’s each of the first three fiscal quarters of each fiscal year (beginning with the 2010 fiscal yearof Borrower), audited consolidated the Consolidated financial statements of Borrower prepared in accordance filed or required to be filed with GAAPsuch Form 10-Q. In addition, consistently appliedBorrower shall deliver to each Lender (i) promptly upon becoming available, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 andholders, 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (eii) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingtime, as soon as available(iii) promptly upon receipt of written notice thereof, but a report of any material legal actions filed or commenced against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary, in any event each case, that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more and (iv) no later than thirty five (305) days after Business Days prior to the end of entry by Borrower into a Permitted License with regard to Borrower’s fiscal yearrights to bremelanotide for use in the United States, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days a copy of the last day final Permitted License or substantially final draft of each year, a report signed the Permitted License to be entered into by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentwhichever is available. Borrower shall deliver immediately notify each Lender if Borrower has knowledge that Borrower, any of its Subsidiaries, or any director, officer, employee, agent or Affiliate of Borrower or any of its Subsidiaries becomes the subject or target of any Sanctions or (1) is convicted on, (2) pleads nolo contendere to, (3) is indicted on or (4) is arraigned and held over on charges involving money laundering or predicate crimes to Lenders money laundering. The items specified in Sections 6.3(a) and 6.3(b) shall be deemed delivered upon posting with XXXXX or posting the monthly financial statements items or a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportlink thereto on Borrower’s website.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) Deliver to Bank: (i) prior to completion of the IPO, 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 period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and the period certified by a Responsible OfficerOfficer and in a form reasonably acceptable to Bank; provided however, Borrower shall not have to deliver copies of the foregoing financial statements if they are otherwise publicly available through the Securities and Exchange Commission's XXXXX system; (ii) after completion of the IPO, 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 quarter, a company prepared consolidating consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidating 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and the period certified by a Responsible OfficerOfficer and in a form reasonably acceptable to Bank; provided however, Borrower shall not have to deliver copies of the foregoing financial statements if they are otherwise publicly available through the Securities and Exchange Commission's XXXXX system; (biii) except as otherwise provided below, 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 (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such the financial statements of an independent from a nationally-recognized, independent, certified public accounting firm reasonably acceptable to Required Lendersfirm; (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 in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand One Million Dollars ($250,0001,000,000) or more; and (evi) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time requested by Bank. In addition to time includingthe foregoing, as soon as availableBank shall have the right to subscribe to an email notification service selected by Bank for the purpose of receiving email notifications of all reports on Forms 8-K, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved 10-K and 10-Q filed by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent Securities and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentExchange Commission. Borrower shall deliver be obligated to Lenders reimburse Bank for all costs and expenses incurred by Bank in connection with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form such email notification service immediately upon Borrower's receipt of Exhibit D hereto and a deferred revenue reportan invoice therefor from Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, of Borrower's fiscal quarters and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of each of Borrower’s 's fiscal year (beginning years, Borrower's 10-Q and 10-K reports, respectively, as filed with the 2010 fiscal Securities and Exchange Commission year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (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 Two Hundred Fifty Thousand Dollars ($250,000) 50,000 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) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (ivii) within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property '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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 and income statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank which is either unqualified or qualified only for going concern, so long as in the case of the qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of such non consent to the qualified financial statements or otherwise; (ciii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days before the beginning of the applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall provide the 2012 annual budget approved by Borrower’s Board of Directors as soon as available but not later than March 1, 2012; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 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) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company company-prepared consolidated balance sheet, income statement, statement and statement of cash flow statement flows covering Borrower’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of and reviewed by an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) 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 not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for the immediately following year, which projections shall include monthly balance sheets and income statements, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (fviii) (i) upon Bank’s request, within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportIntellectual Property Collateral.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, 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 Lenders Lender and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty forty-five (3045) 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 consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Lender and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 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 (other than a qualification for a going concernconcern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Lender on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersLender; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) as soon as available, but in any event not later than thirty (30) days from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days available after the end of each calendar month, but in any event not later than the last day of the next 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 Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty one hundred twenty (30120) days after the end of each calendar quarterBorrower’s fiscal year, a company prepared consolidated and consolidating balance sheet, income statement, financial statements of Borrower and cash flow statement covering Borrower’s consolidating operations during such period, its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified audited by a Responsible Officercertified public accountant; (biii) as soon as availableif applicable, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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, 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 Two Hundred Fifty Thousand Dollars ($250,000250,000.00) 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 sixty (60) days after the end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared by a United States certified public accounting firm in accordance with United States GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) 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 Required LendersBank; (ciii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 31 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 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) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 and income statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank which is either unqualified or qualified only for going concern, so long as in the case of the qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of such non consent to the qualified financial statements or otherwise; provided however, that the audited consolidated and consolidating financial statements of Borrower for fiscal years 2011 and 2012 shall be delivered to Bank on or before July 1, 2013, (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days before the beginning of the applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall provide the 2012 annual budget approved by Borrower’s Board of Directors as soon as available but not later than March 1, 2012; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 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) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to Lenders: Bank (a) (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, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than time. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with (i) aged listings of --------- accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto E hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense every six (6) months and a deferred revenue reportat such times as Bank deems appropriate after an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenderseach Lender: (a) (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, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (iib) as soon as availablepossible, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (bc) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Required Lenders; and (cd) such other financial information as Lender may reasonably request from time to time, including, without limitation, annual budgets approved by the Borrower’s board of directors and any interim revisions or modifications approved by the Borrower’s board of directors. Notwithstanding the foregoing, Borrower shall not be required to deliver any of the documents referenced in Section 6.3(a) during any month after the Commitment Termination Date, as extended herein or by Lenders in their sole discretion. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at 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 each Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionholders; (dii) promptly immediately upon receipt of 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 Two Hundred Fifty Thousand Dollars Borrower; and ($250,000) or more; (eiii) such budgets, sales projections, operating plans or other financial information as any Lender Lenders may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to LendersBank: (a) as soon as available, but in any event within forty-five (i45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow revenue end expense statement covering Borrower’s 's consolidated operations during such period, prepared . in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerBank; (bc) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 CommissionBank; (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each monthmonth in which any Credit Extensions are outstanding or requested, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged --------- listings of accounts receivable and accounts payablereceivable. Within forty-five (45) days after the last day of each quarter, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and a deferred revenue reportis continuing."

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating (if prepared) balance sheet, income statement, sheet and cash flow profits and loss statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating (if prepared) financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concernincluding 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 Required LendersBank; provided, however, notwithstanding the foregoing, such financial statements may include a going-concern comment or qualification with respect to Borrower’s liquidity for (x) Borrower’s 2018 and 2019 fiscal years, and (y) if otherwise permitted by Bank via an email confirmation in its reasonable discretion; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and(excluding any materials provided to such security holders, if applicablestockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (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 Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; (ev) as soon as available, but in any event within thirty (30) days after the end of each calendar month, copies of Borrower’s bank statements; (vi) as soon as available, but in any event not later than the earlier of (y) thirty (30) days after the end of each fiscal year and (z) seven (7) days after being approved by Borrower’s board of directors, Borrower’s financial and business projections and budget for the then current year, which have been approved by Borrower’s board of directors and deemed acceptable to Bank; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to the Agent, each of the financial statements, reports, Projections or other items set forth below at the following times in form satisfactory to Lenders: the Required Lenders (a) (i) to the extent that the Required Lenders request receipt of such financial statements, reports, Projections and/or other items): as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared month (a) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and cash flow statement covering of shareholder’s equity with respect to Parent and its Subsidiaries (including the Borrower’s consolidated operations ) during such periodperiod and compared to the prior period and plan, prepared in accordance with GAAP, consistently appliedsubject to year-end audit adjustments and the absence of footnotes, in together with a form acceptable to Lenders corresponding discussion and certified by a Responsible Officeranalysis of results from management; and (iib) a Compliance Certificate. as soon as available, but in any event within thirty (30) 120 days after the end of each calendar quarterfiscal year (a) consolidated and consolidating financial statements of Parent and its Subsidiaries (including the Borrower) for such fiscal year, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such periodaudited by independent certified public accountants reasonably acceptable to the Required Lenders, prepared in accordance with GAAP, consistently appliedand certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a form acceptable balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity and, if prepared, such accountants’ letter to Lenders management); and certified by a Responsible Officer; (b) a Compliance Certificate. as soon as available, but in any event within one hundred eighty (180) 30 days after before the end start of Borrower’s fiscal year years (beginning a) copies of the Parent’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to the Required Lenders (to the extent that the Required Lenders request receipt of such Projections), in their Permitted Discretion, for the forthcoming fiscal year, on a monthly basis, certified by the chief financial officer of the Parent as being such officer’s good faith estimate of the financial performance of Parent and its respective Subsidiaries during the period covered thereby. if and when filed by Borrower or Parent (a) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports; (b) any other filings made by the Borrower, the Parent or any of their Subsidiaries with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersSEC; and (c) copies of all statementsany other information that is provided by the Borrower, 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 Parent or any Subsidiary that could result in damages or costs of their Subsidiaries to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytheir shareholders generally. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Schedule 6.2

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, period prepared in accordance with GAAP, consistently appliedGAAP (except as set forth in the proviso below), in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer, provided, that prior to completion of Borrower’s initial audit, such monthly financials need not include consolidating statements and shall be prepared in accordance with accounting practices and principles consistent with prior statements and those used in the preparation of financial statements delivered to Bank prior to the Closing Date; and (ii) as soon as available, but in any event within thirty one hundred fifty (30150) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year of Borrower (beginning with the 2010 other than fiscal yearyears 2007 and 2008), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) as soon as available, but in any event, prior to June 30, 2009 (unless the Audit Extension Period has commenced), Borrower’s audited consolidated and consolidating financial statements for fiscal years 2007 and 2008, prepared in accordance with GAAP, consistently applied, together with (1) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank, and (2) a schedule highlighting and explaining, in reasonable detail, differences and variances between such audited financial statements and the company prepared financial statements previously delivered to Bank; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) 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) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, time; (viii) as soon as available, but in any event no not later than January 31 of each year, Borrower’s financial and business projections and operating budget for the current fiscal year, in form and substance satisfactory to Bank, with evidence of approval thereof by Borrower’s Board of Directors; (ix) as soon as available, complete copies of all account statements for any deposit and securities accounts maintained outside of Bank covering any period during which Advances are outstanding; (x) Borrower’s federal tax return for 2007 within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorsfiling; and (f) (ixi) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, 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 Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar quarterFiscal Quarter, a company prepared consolidating balance sheet, income statement, and consolidated statement of cash flow statement flows covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year)each 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 (other than a qualification for a including no going concernconcern 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 Required LendersBank; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions actions, suits, litigation or proceedings, at law or in equity, pending by or threatened against Borrower or any Subsidiary that before any court, administrative agency, or arbitrator in which a likely adverse decision could result in damages or costs reasonably be expected to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or morehave a Material Adverse Effect; (evi) as soon as available, but in any event within thirty (30) days of the start of each Fiscal Year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearFiscal Quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within thirty (i30) 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 acceptable to Lenders and certified Bank along with a Compliance Certificate signed by a Responsible Officer; and (ii) as soon as available, but Officer in any event within thirty (30) days after substantially the end form of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerExhibit 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) 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; (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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim acquired by Borrower; (ef) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty ten (3010) days after prior to the end beginning of Borrower’s next fiscal year, an annual operating budget projections (including income statements, balance sheets and cash flow statements presented in a monthly format) approved by Borrower’s board Board of directors; and (f) (i) within thirty (30) days of Directors for the last day of each upcoming fiscal year, a report signed by Borrower, in form and substance reasonably acceptable satisfactory to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableBank, and (iig) perpetual inventory reports for the Inventory valued on a first-insuch budgets, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such sales projections, operating plans, other inventory reports information as are requested by Lenders in their good faith business judgment. Borrower shall deliver Bank may reasonably request from time to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (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 statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (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 Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (e) at least 30 days before the beginning of each fiscal year, a Borrower-prepared operating budget; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time. At any time includingthat an Advance is outstanding or that the Growth Capital Advances are amortizing, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) 30 days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue reportappraise 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 LendersBank: (a) (i) 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, statement and statement of cash flow statement covering Borrower’s consolidated operations during such periodflows, prepared in accordance with GAAP, consistently applied, covering Borrower’s operations during such period, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year (beginning with the 2010 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 (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; (ev) such budgetspromptly upon receipt, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event no later than thirty January 31 of each year, board approved annual financial projections (30which projections shall include monthly balance sheets, monthly income statements and monthly cash flow statements and be in form reasonably acceptable to Bank) days after for the end then current or next fiscal year of Borrower’s fiscal year, an annual operating budget as applicable (any board approved by changes to Borrower’s board projections shall be reported to Bank within 30 days of directorsthe date of any such approval), and such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) (i) upon Bank’s request, within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower Parent shall deliver the following to LendersBank: (a) (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 Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 Borrowers’ fiscal year), audited consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, 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; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time time, including, as soon as availablebut not limited to, but Borrowers’ annual operating budget, approved by Parent’s Board of Directors and in any event form and substance acceptable to Bank, which shall be delivered to Bank no later than thirty (30) days after the end of Borrower’s each fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within . Within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower Parent shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payablepayable a report covering Borrower’s Eligible MRR metrics, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentdeferred revenue schedule. Borrower Parent shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrowers’ expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (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 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank (or an opinion qualified for going concern so long as Borrower's investors provide additional equity as needed); (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to 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 Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; (e) as soon as available, but in any event within forty-five (45) days after the beginning of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year as approved by Borrower's board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information of Borrower and/or its Subsidiaries as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than time. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) Bank aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders 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 twelve (12) months unless an Event of Exhibit D hereto Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to LendersBank: (a) as soon as available, but in any event within thirty (i30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, 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 acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, together with a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified 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 (180) days after the end of Borrower’s fiscal year (beginning with the 2010 Borrowers’ fiscal year), audited consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by such Borrowers’ board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrowers’ board of directors, and in a form reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following or cause to Lendersbe delivered to Bank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement flows covering Borrower’s and its consolidated Subsidiaries’ and Silverback Enterprise’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty one hundred fifty (30150) days after the end of each calendar quarterBorrower’s fiscal year, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, financial statements of Borrower prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of BorrowerSilverback Enterprise’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower Silverback Enterprise prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a including no going concernconcern 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 Required LendersBank; (cv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 in writing against Borrower Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to Borrower Borrower, any Subsidiary or any Subsidiary Guarantor of Two One Hundred Fifty Thousand Dollars ($250,000100,000) 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) as soon as available, but in any event not later than December 31 of each year, Silverback Enterprise’s financial and business projections and budget for the immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback Enterprise’s board of directors; (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iix) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to LendersBank: (a) as soon as available, but in any event within forty-five (i45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, revenue and cash flow expense statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible OfficerBank; and (iic) as soon as available, but in any event within thirty ninety (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 CommissionBank; (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, --------- together with (i) aged listings of accounts receivable and accounts payablereceivable. Within forty-five (45) days after the fast day of each quarter, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing." and inserting in lieu thereof the following:

Financial Statements, Reports, Certificates. Borrower shall agrees to deliver the following to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month during each of Borrower’s fiscal years (except for those months that are the end of a fiscal quarter, in which case Borrower shall deliver such information to Foothill within forty-five (45) days after the end of such month), a company prepared consolidated balance sheet, income statement, and and, in the case of quarter-end statements, cash flow statement covering Borrower’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of each of Borrower’s fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such . Such audited financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statementsshall include a balance sheet, reports profit and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt loss statement, and cash flow statement and, if applicableprepared, all reports such accountants’ letter to management. Borrower agrees to deliver financial statements prepared on Forms a consolidating basis so as to present Borrower and each consolidated entity separately. Together with the above, Borrower also shall deliver to Foothill Borrower’s Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other material filings made by Borrower or its Subsidiaries 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingif any, as soon as availablethe same are filed, but in or any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved other information that is provided by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable Borrower to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableits shareholders, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such any other inventory reports as are report reasonably requested by Lenders in their good faith business judgment. Foothill relating to the Collateral, or the financial condition of Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportits Subsidiaries.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) 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 Parent’s fiscal quarters) days after the end of each calendar monthfiscal month during each of Parent’s fiscal years, a company prepared (a) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow statement covering BorrowerParent’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently appliedperiod and compared, in the case of such balance sheet, to the end of the prior fiscal year, and in the case of such statements of income and cash flow, to the prior year period and plan and (b) a form acceptable to Lenders and certified by a Responsible Officer; and Compliance Certificate attaching (i) the financial statements described in clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with any Lender and/or any Affiliates of any Lender, which schedule shall show whether such Hedge Agreement is secured pursuant to any of the Loan Documents. as soon as available, but in any event within thirty (30) 45 days after the end of each calendar quarterfiscal quarter during each of Parent’s fiscal years, a company prepared (c) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and cash flow statement of shareholder’s equity covering BorrowerParent’s consolidating and its Subsidiaries’ operations during such period, prepared and compared to the prior year period and plan, together with a corresponding discussion and analysis of results from management and (d) a Compliance Certificate attaching (i) the financial statements described in accordance clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with GAAPany Lender and/or any Affiliates of any Lender, consistently applied, in a form acceptable which schedule shall show whether such Hedge Agreement is secured pursuant to Lenders and certified by a Responsible Officer; (b) any of the Loan Documents. as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrowereach of Parent’s fiscal year years, (beginning with the 2010 fiscal year), audited e) consolidated and consolidating financial statements of Borrower Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception or (B) qualification or exception as to the scope of such audit, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion GAAP (other than a qualification for a going concern) on such audited financial statements to include a balance sheet, income statement, statement of an independent certified public accounting firm reasonably acceptable cash flow, and statement of shareholder’s equity and, if prepared, such accountants’ letter to Required Lenders; management), and (f) a Compliance Certificate attaching (i) the financial statements described in clause (c) copies above, (ii) supplemental Schedules in accordance with the Credit Agreement, (iii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, and (iv) a schedule of all statementsHedge Agreements entered into by Parent or any of its Subsidiaries with any Lender and/or any Affiliates of any Lender, reports and notices sent or made available generally by Borrower to its security holders or which schedule shall show whether such Hedge Agreement is secured pursuant 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, Loan Documents. as soon as available, but in any event no later than thirty (30) within 45 days after the end start of Borrowereach of Parent’s fiscal years, (g) copies of Parent’s Projections, in form and containing sufficient detail (including as to scope and underlying assumptions, subject to the qualifications in Section 4.16 of the Agreement) reasonably satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, an month by month, certified by the chief financial officer of Parent as being the good faith estimate of the financial performance of Parent and its consolidated Subsidiaries during the period covered thereby. if and when filed by Parent, (h) Form 10-Q quarterly reports, Form 10-K annual operating budget approved by Borrower’s board of directors; reports, and (f) Form 8-K current reports, (i) within thirty (30) days of any other material filings made by Parent with the last day of each yearSEC, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (iij) promptly any other material information that is provided by Parent to its shareholders generally. (It is understood and agreed that in the event Agent, after filingthe Closing Date, written notice notifies Parent that electronic delivery of items (h), (i) and (j) is acceptable, then such electronic delivery shall be deemed to satisfy the requirements of items (h), (i) and (j).) Concurrently with the filing of Parent’s Form 10-Q quarterly report and Form 10-K annual report, (k) a list of any applications Material Contracts entered into by a Loan Party since the most recent such filing. promptly after being furnished or registrations with received, (l) copies of all notices, reports, certificates and other information furnished to or received from any of the United States Patent and Trademark Office and holders of the United States Copyright OfficeSecured Notes, including the date or any other trustee, agent or representative of such filing holders (including any notices or other documents relating to any default or potential default thereunder, but in any event excluding routine notices, reports and the registration or application numberscertificates of an administrative nature), if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.and

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) Borrower will deliver to Bank: (i) 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, certified by a Responsible Officer and in a form acceptable to Lenders and certified by a Responsible OfficerBank; and (ii) as soon as available, but in any event within thirty (30) no later than 120 days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end last day of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Required LendersBank; 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 Xxxxx 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 Xxxxx website service); (iv) within 5 days of filing, copies of all statements, 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 Xxxxx 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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; and (evi) such budgets, sales projections, operating plans or other financial information as any Lender may Bank reasonably request from time requests, including without limitation annual projections approved by Borrower’s board of directors, in a format reasonably acceptable to time includingBank (and Bank hereby acknowledges that the format of Borrower’s projections delivered to Bank prior to the Effective Date is acceptable), as soon as available, but in any event no later than thirty (30) within 45 days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of LaserSight's fiscal years, a company prepared consolidated balance sheet, consolidated income statement, and consolidated statement of cash flow statement covering Borrower’s Lasersight's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 45 days after the end of Borrower’s each month during each of Technologies fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements a company prepared balance sheet, income statement, and statement of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on cash flow covering Technologies' operations during such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lendersperiod; and (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) within 90 days after the end of Borrower’s each of LaserSight's fiscal years, consolidated financial statements of LaserSight for each such fiscal year, an audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a consolidated balance sheet, consolidated profit and loss statement, and consolidated statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, LaserSight agrees to deliver annual operating budget approved financial statements prepared on a consolidating basis so as to present each Borrower separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Foothill LaserSight's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower’s board LaserSight with the Securities and Exchange Commission, if any, within 2 Business Days of directors; the date that the same are filed, or any other information that is provided by LaserSight to its shareholders, and (f) any other report reasonably requested by Foothill relating to the financial condition of LaserSight and its Subsidiaries. Each month, together with the consolidated financial statements provided pursuant to Section 6.3(a), LaserSight shall deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) within thirty all consolidated financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (30) days of the last day of each year, a report signed by Borrowerexcept, in form reasonably acceptable the case of unaudited financial statements, for the lack of footnotes and being subject to Lendersyear-end audit adjustments) and fairly present the financial condition of LaserSight and its Subsidiaries, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice the representations and warranties of the filing of any applications or registrations with the United States Patent and Trademark Office Borrower contained in this Agreement and the United States Copyright Office, including other Loan Documents are true and correct in all material respects on and as of the date of such filing certificate, as though made on and as of such date (except to the registration or application numbersextent that such representations and warranties relate solely to an earlier date), if any. Within twenty (20iii) days after for each month that also is the last day date on which a financial covenant in Sections 7.20 and 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer such period with the applicable financial covenants contained in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable Sections 7.20 and accounts payable7.21, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii) perpetual inventory reports for ), or (iii), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). LaserSight shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning LaserSight and its Subsidiaries that Foothill may request in accordance with GAAP) and/or such certified public accountants' policies and procedures. Each Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other inventory reports as are requested by Lenders third parties to deliver to Foothill, at Borrower's expense, copies of such Borrower's financial statements, papers related thereto, and other accounting records of any nature in their good faith possession, and to disclose to Foothill any information they may have regarding such Borrower's business judgment. Borrower shall deliver to Lenders with the monthly affairs and financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportconditions.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (i) as soon as available, but in any event within thirty forty (3040) 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersLender; (c) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 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 Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingtime. Any and all financial information to be provided hereunder by Borrower to Lender shall be certified by Louix Xxxxxx, as soon as availableXxchxxx Xxxxx xxx Howaxx Xxxxxxx, but xx true, accurate and complete, to the best of their knowledge, exercise in any good faith. In the event that one or more of the foregoing persons is no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved longer employed by Borrower’s board of directors; , the certification shall be made by the persons employed by the Borrower performing similar duties and (f) (i) within thirty (30) days of functions. On the last first business day of each year, a report signed by Borrower, week in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each monthwhich this Revolving Facility is outstanding, Borrower shall deliver to Lenders Lender a Borrowing Base Certificate Weekly Budget signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Lender with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Lender shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every two (2) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Lenders: (a) (i) as Agent, As soon as available, but and in any event within ninety (90) days (or, if such Person has filed a filing extension with the SEC, 105 days) after the end of each fiscal year of each of ThermaClime's and Parent's fiscal year, beginning with the fiscal year ending December 31, 2004, a copy of the consolidated and consolidating financial statements of ThermaClime and its Subsidiaries and Parent and its Subsidiaries for such fiscal year containing a balance sheet, statement of income, statement of stockholders' equity, and statement of cash flow as at the end of such fiscal year and for the fiscal year then ended, all in reasonable detail and such consolidated financial statements to be audited and certified by Ernst & Young, LLP or any other firm of independent certified public accountants of recognized national standing selected by Borrower and reasonably acceptable to the Agent, whose report shall be without limitation as to the scope of the audit and shall state that such financial statements have been prepared in accordance with GAAP and a certificate delivered to the Agent by such independent certified public accountants confirming the calculations set forth in the officer's certificate delivered to the Lenders pursuant to clause (f) hereof. The annual audit report required hereby shall not be qualified or limited or, with respect to Parent only, not qualified as to scope. Borrower shall deliver copies of all material reports and correspondence sent to Parent or its Subsidiaries or ThermaClime and its Subsidiaries by their independent certified public accountants promptly upon receipt thereof, including any management letters, management reports or other supplementary comments or reports furnished to Borrower or its Board of Directors by such accountants. As soon as available, and in any event within thirty (30) days (45 days (or if such Person has filed a filing extension with the SEC, 50 days) in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each calendar month, a company prepared copy of an unaudited consolidated financial report of ThermaClime and its Subsidiaries and Parent and its Subsidiaries as of the end of such calendar month and for the portion of the fiscal year then ended, containing balance sheetsheets, income statementstatements of income, and statements of cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as flow. As soon as available, but in any no event within later than thirty (30) days after prior to the start of Parent's and ThermaClime's fiscal year, an annual budget or business plan for each of Parent and ThermaClime and its Subsidiaries, on a consolidated basis, for the next succeeding fiscal year on a monthly basis, including projected balance sheets, income statements, cash flow statements, and a forecast of financial covenant compliance for each month of such fiscal year, in each case, together with supporting assumptions, as of the end of such fiscal year, and, at the beginning of each calendar fiscal quarter, all revisions thereto approved by Parent's or ThermaClime's Board of Directors. Promptly, such additional information concerning any Borrower or Parent or as the Agent may request, including, without limitation, auditor management reports and any information which any Borrower or Parent provides to any lender relating to any Indebtedness in excess of $5,000,000 and, on a company prepared consolidating balance sheetquarterly basis, income statementa reconciliation of outstanding Intercompany Indebtedness, whether or not evidenced by an Intercompany Note, and cash flow statement covering with reconciliations of balances under each Intercompany Note; If and when filed by Parent, 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, any other filings made by Parent with the SEC, copies of Parent's and ThermaClime's federal income tax returns (if requested by Agent), and any amendments thereto, filed with the Internal Revenue Service, and any other information that is provided by Parent to its shareholders generally. Any and all financial statements of the Borrowers or Parent delivered to the Agent pursuant to the provisions of this Agreement shall set forth all monetary amounts contained or listed therein in United States Dollars and shall set forth (in a footnote or otherwise) the applicable exchange rate used to calculate all such amounts. Concurrently with the delivery of each of the financial statements referred to in subsections (a) and (b) hereof, a certificate executed by an Authorized Officer of ThermaClime, on behalf of each Borrower’s consolidating operations during , and Parent in the form of the officer's certificate attached hereto as Exhibit B stating that no Event of Default or Potential Default has occurred and is continuing or, if such periodofficer has knowledge of an Event of Default or Potential Default, then stating the nature thereof and specifying the steps taken or proposed to be taken to remedy such matter, showing in reasonable detail the calculations showing compliance with Section 7.9, stating that the financial statements attached thereto have been prepared in accordance with GAAPGAAP and fairly and accurately present (subject to year-end audit adjustments, consistently appliedfor the annual certificates) the financial condition and results of operations of each of ThermaClime and its Subsidiaries and Parent and its Subsidiaries as of the date and for the period indicated therein, containing an analysis of the borrowing base of Borrowers described in the Working Capital Loan Agreement (which, for purposes hereof, may be a form acceptable copy of the borrowing base certificate delivered to Working Capital Agent pursuant to the Working Capital Loan Agreement), containing summaries of accounts payables agings, accounts receivable agings and inventory, containing a schedule of the outstanding Indebtedness of each Borrower and Parent that describes such Indebtedness in reasonable detail and states the principal amount and amount of accrued and unpaid interest with respect to such Indebtedness, containing management's discussion and analysis of the business and affairs of each Borrower and Parent, including, but not limited to, a discussion of the results of operations compared to those originally budgeted for such period, and detailing all matters materially affecting the value, enforceability or collectibility of any material portion of the assets of each Borrower, including, without limitation, each Borrower's reclamation or repossession of, or the return to each Borrower of, a material amount of goods and material claims or disputes asserted by any customer or other obligor, and any material adverse change in the relationship between each Borrower and any of its material suppliers or customers. Promptly, such additional information concerning Parent or the Borrowers as the Lenders and certified by a Responsible Officer; (b) as may reasonably request. As soon as available, but in any event within one hundred eighty available (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) 15 days after the end of Borrower’s fiscal yearreceipt thereof), an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change order issued by any court, governmental authority or arbitrator in Borrower’s intellectual property any material proceeding to which any Borrower or Parent is a party and (ii) promptly after filing, written notice a copy of all correspondence and reports sent by Parent or any Borrower to Working Capital Agent outside of the filing ordinary course of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportbusiness.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to LendersLender: (a) (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, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Lender and certified by 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 (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersLender; (c) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersLender, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Copyrights, Domain Names or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s 's intellectual property property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, C, and (ii) promptly after filing, written notice D of the filing Intellectual Property Security Agreement ---------- - - - delivered to Lender in connection with this Agreement. Lender 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 any applications or registrations with the United States Patent Default has occurred and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersAgent: (a) (i) 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of each of Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (except to the extent the accountants may qualify their certification concerning the January 31, 1998 statements by reason of the impact or potential impact of Borrower's Chapter 11 case), by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on 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 shall include a balance sheet, profit and loss statement, and statement of an independent certified public accounting firm reasonably acceptable to Required 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 cash flow and, if applicableprepared, all reports on Forms 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 unconsolidated financial statements as to each Guarantor or Affiliate, and consolidated financial statements as to Borrower, Affiliates and Guarantors. Together with the above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission; (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingif any, as soon as availablethe same are filed, but in or any event no later than thirty (30) days after other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Agent relating to the end financial condition of Borrower’s fiscal year. Each month, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations together with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each monthfinancial statements provided pursuant to this Section 6.3, Borrower shall deliver to Lenders Agent a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially its chief financial officer to the form of Exhibit C hereto, together with effect that: (i) aged listings all financial statements delivered or caused to be delivered to Agent hereunder have been prepared in accordance with GAAP (except, in the case of accounts receivable unaudited financial statements, for the lack of footnotes and accounts payablebeing 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 Sections 7.20, 7.21, 7.22 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Sections 7.20, 7.21, 7.22, and (iv) 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 clause (i), (ii) perpetual inventory reports for ), or (iii), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (in accordance she may have knowledge and what action Borrower has taken, is taking, or proposes to take with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentrespect thereto). Borrower shall and shall cause each Guarantor to 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 or Guarantor that Agent may reasonably request in connection with compliance by Borrower with this Agreement and the performance by Borrower of its obligations hereunder. Borrower hereby irrevocably authorizes and directs all auditors or accountants to deliver to Lenders with the monthly Agent, at Borrower's expense, copies of Borrower's financial statements a Compliance Certificate signed (including draft versions of any financial statement which has not been delivered within the time periods required by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Section 6.3).

Financial Statements, Reports, Certificates. Borrower shall deliver the following ------------------------------------------- to LendersBank: (a) (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, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (e) within thirty (30) days of the approval thereof, any budgets or forecasts or revisions thereto; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty fifteen (2015) days after the last day of each monthmonth during which Credit Extensions are requested or outstanding, and in connection with any Advance (unless a Borrowing Base Certificate has been provided within the last thirty (30) days), Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit ------- C hereto, together with (i) an aged listings listing of accounts receivable and accounts payablereceivable. - Within thirty (30) days after the last day of each month, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. ------- - Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) as soon as available, but in any event within thirty (30) 20 days after the end of each calendar monthmonth during each of Parent’s fiscal years, (a) monthly accounts receivable and accounts payable agings, monthly inventory listings, (b) and Borrowing Base certificates monthly (reverting to weekly during a company prepared consolidated balance sheet, income statementCovenant Testing Period), and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied(c) rig utilization reports, in a form acceptable and substance reasonably satisfactory to Lenders and certified by a Responsible Officer; and (ii) Agent. 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 Parent’s fiscal quarters) days after the end of each calendar quartermonth during each of Parent’s fiscal years, a company prepared (d) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and cash flow statement of shareholder’s equity covering BorrowerParent’s consolidating and its Subsidiaries’ operations during such period, prepared in accordance and (e) a Compliance Certificate along with GAAPthe underlying calculations, consistently applied, in a form acceptable including the calculations to Lenders arrive at EBITDA and certified by a Responsible Officer; Fixed Charge Coverage Ratio (b) regardless of whether such financial covenant is then being tested). as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrowereach of Parent’s fiscal year years, (beginning with the 2010 fiscal year), audited f) consolidated and consolidating financial statements of Borrower Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications noted in their opinion (including any (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the scope of such audit, or (iii) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion GAAP (other than a qualification for a going concern) on such audited financial statements to include a balance sheet, income statement, statement of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies cash flow, and statement of all statementsshareholder’s equity, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicableprepared, all reports on Forms 10-K such accountants’ letter to management), and 10-Q filed (g) a Compliance Certificate along with the Securities underlying calculations, including the calculations to arrive at EBITDA and Exchange Commission; Fixed Charge Coverage Ratio (d) promptly upon receipt regardless of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) whether such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, covenant is then being tested). as soon as available, but in any event no later than thirty the earlier of (30x) the filing of the Parent’s Form 10-K annual reports and (y) sixty (60) days after the beginning of the Parent’s fiscal year commencing with fiscal year 2021, (h) a month by month projected operating budget and cash flow of the Loan Parties on a consolidated and consolidating basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of Borrowerthe last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President or Chief Financial Officer of each Loan Party to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared (“Projections”). as soon as available, but in any event no later than concurrently with the filing of the Parent’s fiscal yearForm 10-Q quarterly reports and Form 10-K annual reports, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days copies of the last day of each yearParent’s projected consolidated cash flow statement, a report signed by Borrowerbalance sheet and income statement, in form reasonably acceptable and substance (including as to Lendersscope and underlying assumptions) satisfactory to Agent, listing in its Permitted Discretion, for the forthcoming four fiscal quarters, certified by the chief financial officer of Parent as being such officer’s good faith estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby. if and when filed by Parent, (j) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (k) any applications or registrations other filings made by Parent with the SEC, and (l) any other information that is provided by Parent to its shareholders generally. promptly, but in any event within 5 days after any Borrower has made or filed in respect knowledge of any Patentsevent or condition that constitutes a Default or an Event of Default, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (iim) promptly after filing, written notice of such event or condition and a statement of the filing of curative action that Borrowers propose to take with respect thereto. promptly, but in any applications event within 5 days after any Borrower has knowledge thereof or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing the furnishing to any Borrower, (n) notice and copies of notices, certificates or reports (other than operational notices regarding interest rate selections, change of address notices, and similar routine and immaterial notices) sent to or from the registration Loan Parties in connection with the Senior Secured Notes Documents or application numbersany amendment, if any. Within twenty (20) supplement or other modification to the Senior Secured Notes Documents, promptly after the commencement thereof, but in any event within 5 days after the last day service of each monthprocess with respect thereto on Parent or any of its Subsidiaries, Borrower shall deliver (o) notice of all actions, suits, or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to Lenders result in a Borrowing Base Certificate signed by a Responsible Officer in substantially Material Adverse Effect. upon the form request of Exhibit C heretoAgent, together with (ip) aged listings to the extent reasonably available to the Loan Parties, any other information reasonably requested relating to the financial condition of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost Parent or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentits Subsidiaries. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.SCHEDULE 5.2

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (i) as soon as available, but in any event within thirty twenty five (3025) days after the last day of each month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto including a comparison of the actual consolidated cash balance at the end of the previous month to the minimum required cash balance; (b) as soon as available, but in any event within forty five (45) days after the end of each calendar monthfiscal quarter, a company prepared consolidated balance sheet, income statementincome, and cash flow statement statements covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form and prepared or reviewed by an independent certified public accounting firm reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently appliedLender, in a form acceptable to Lenders and certified Lender, along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (be) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersLender; (cd) 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 K, 10-Q and 8-K 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 Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (ef) a 13-week cash flow forecast within 30 days of the beginning of each fiscal quarter (the “Cash Flow Forecast”) and monthly updates thereto; and (g) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as any Lender may reasonably request from time to time includingtime; provided, however, that Borrower shall not be required to provide the financial statements referred to in the preceding subsections (b) and (c) for any period with respect to which it has timely filed its reports on Form 10-Q or 10-K, as soon as availableapplicable, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date provided copies of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportpreceding subsection (d).

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) 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 Parent Borrower’s fiscal quarters) days after the end of each calendar monthmonth during each of Borrower’s fiscal years, a company prepared an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s consolidated and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, prepared in accordance together with GAAPa corresponding discussion and analysis of results from management, consistently applied(a) a Compliance Certificate along with the underlying calculations, in including the calculations to arrive at EBITDA to the extent applicable, (b) a form acceptable calculation of the Fixed Charge Coverage Ratio that is required to Lenders and certified by a Responsible Officer; be delivered under the Agreement, and (iic) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within thirty (30) 45 days after the end of each calendar quarterquarter during each of Borrower’s fiscal years, a company prepared (d) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s consolidating and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, prepared in accordance with GAAPGAAP as well as on an internally-determined “xxxx to market” basis, consistently appliedtogether with a corresponding discussion and analysis of results from management, in (e) a form acceptable certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Lenders Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and certified by a Responsible Officer; (b) Drug Administration inspection of the Loan Parties quality system. as soon as available, but in any event within one hundred eighty (180) 90 days after the end of each of Parent Borrower’s fiscal year years, (beginning with the 2010 fiscal year), audited f) consolidated and consolidating financial statements of Parent Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion GAAP (other than a qualification for a going concern) on such audited financial statements to include a balance sheet, income statement, statement of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies cash flow, and statement of all statementsshareholder’s equity, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if prepared, such accountants’ letter to management), as well as on an internally-determined “xxxx-to-market” basis, (g) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, all reports on Forms 10-K (h) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and 10-Q filed with (i) any compliance certificate delivered under 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, Term Loan Credit Agreement. as soon as available, but in any event no later than thirty (30) within 15 days after the end start of each of Parent Borrower’s fiscal yearyears, an annual operating budget approved by (j) copies of Parent Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by BorrowerProjections, in form reasonably acceptable and substance (including as to Lendersscope and underlying assumptions) satisfactory to Agent, listing in its Permitted Discretion, for the forthcoming 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by Parent Borrower, (k) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports (if any applications when requested by Agent), (l) any other filings made by Parent Borrower with the SEC, and (m) any other information that is provided by Parent Borrower to its shareholders generally. promptly, but in any event within 5 days after Borrower has knowledge of any event or registrations condition that constitutes a Default or an Event of Default, (n) notice of such event or condition and a statement of the curative action that Borrower has made or filed in proposes to take with respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) thereto. promptly after filingthe commencement thereof, written notice of the filing of but in any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) event within 5 days after the last day service of each monthprocess with respect thereto on Parent Borrower or any of its Subsidiaries, (o) notice of all actions, suits, or proceedings brought by or against Parent Borrower shall deliver or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to Lenders result in a Borrowing Base Certificate signed by a Responsible Officer in substantially Material Adverse Effect. upon the form request of Exhibit C heretoAgent, together with (it) aged listings any other information reasonably requested relating to the financial condition of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost Parent Borrower or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentits Subsidiaries. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Schedule 5.2

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of Borrower's fiscal years, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 45 days after the end of each quarter during each of the Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements a statement of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on cash flow covering Borrower's operations during such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lendersperiod; and (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) within 90 days after the end of each of Borrower’s 's fiscal years, financial statements of Borrower for each such fiscal year, an annual operating budget approved audited by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form independent certified public accountants reasonably acceptable to LendersFoothill and certified, listing without any applications or registrations qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Foothill stating that Borrower has made or filed in respect such accountants do not have knowledge of the existence of any PatentsDefault or Event of Default. Such audited financial statements shall include a balance sheet, Copyrights profit and loss statement, and statement of Trademarks cash flow and, 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 the status of any outstanding applications or registrationseach such related entity separately, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations on a consolidated basis. Together with the United States Patent above, Borrower also shall deliver to Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Trademark Office Form 8-K Current Reports, and any other filings made by Borrower with the United States Copyright Office, including the date of such filing Securities and the registration or application numbersExchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders. Within twenty (20) days after Each month, together with the last day of each monthfinancial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Lenders Foothill a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially its chief financial officer to the form of Exhibit C hereto, together with effect that: (i) aged listings all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of accounts receivable unaudited financial statements, for the lack of footnotes and accounts payablebeing 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 the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii) perpetual inventory reports for ), or (iii), to the Inventory valued on a firstextent of any non- compliance, describing such non-incompliance as to which he or she may have knowledge and what action Borrower has taken, first-out basis at is taking, or proposes to take with respect thereto). In addition to the lower financial statements required to be delivered as set forth above, not later than 30 days prior to the end of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. each fiscal year of the Borrower, the Borrower shall deliver to Lenders with Foothill financial projections (including projected income statements, balance sheets and statements of cash flow, all projected on a monthly basis for the monthly succeeding fiscal year and on an annual basis for each fiscal year thereafter until the termination of this Agreement and in each case prepared on a consolidated and stand alone basis), in form and substance reasonably satisfactory to Foothill; all such financial statements projections shall be reasonable, shall be prepared on a Compliance Certificate signed reasonable basis and in good faith, and shall be based on assumptions believed by a Responsible Officer in substantially the form of Exhibit D hereto Borrower to be reasonable at the time made and a deferred revenue reportfrom the best information then available to the Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Revolving Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) as soon as available, but in any event within thirty 30 days (30(x) 45 days in the case of a month that is the end of one of Administrative Borrower’s first three fiscal quarters and (y) 60 days in the case of a month that is the end of Administrative Borrower’s fourth fiscal quarter) after the end of each calendar monthmonth during each of Administrative Borrower’s fiscal years, a company prepared (a) an unaudited consolidated balance sheet, income statement, and statement of cash flow statement and shareholders’ equity covering Parent’s, Administrative Borrower’s consolidated and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, prepared together with a corresponding discussion and analysis of results from management, (b) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable (in accordance with GAAPthe case of the year-end monthly certificate, consistently appliednoting that the calculations that therein are subject to change based on results of the audit), in (c) a form acceptable calculation of the Fixed Charge Coverage Ratio that is required to Lenders and certified by a Responsible Officer; be delivered under the Term Loan Credit Agreement, and (iid) any compliance certificate delivered under the Term Loan Credit Agreement. Note: SEC filings will satisfy for fiscal quarter months. as soon as available, but in any event within thirty (30) 120 days after the end of each calendar quarterof Administrative Borrower’s fiscal years, (e) consolidated financial statements of Parent, Administrative Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a company condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Article 7 of the Agreement), by such accountants to have been prepared consolidating in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and cash flow statement covering Borrowerof shareholder’s consolidating operations during such periodequity, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 applicableprepared, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereofsuch accountants’ letter to management), a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations Compliance Certificate along with the United States Patent and Trademark Office and the United States Copyright Officeunderlying calculations, including the date calculations to arrive at EBITDA to the extent applicable, (g) a calculation of such filing and the registration or application numbersFixed Charge Coverage Ratio that is required to be delivered under the Term Loan Credit Agreement, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.and

Financial Statements, Reports, Certificates. Subject to Section 7(jj), the Borrower shall deliver the following to Lendersthe Holder, and the Holder shall be entitled to rely on the information contained therein: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth after the Original Issue Date, consolidated financial statements of the Borrower and its Subsidiaries, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty ninety (3090) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with of the 2010 fiscal year)Borrower, audited consolidated financial statements of the Borrower prepared and its Subsidiaries in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Required Lendersthe Majority Holders; (ciii) as soon as available, but in any event within forty-five (45) days after the end of each fiscal year of the Borrower, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for the subsequent fiscal year, presented in a quarterly format, as approved by the Board of Directors and the Majority Holders (with the Majority Holders’ approval not to be unreasonably withheld); (iv) upon the Holder’s request, within thirty (30) days after the end of any month that ends on the last day of a fiscal quarter, together with the delivery of the financial statements required pursuant to clause (i) above for such month, a management’s discussion and analysis of the important operational and financial developments during such fiscal quarter with a comparison to such period during the prior year; (v) copies of all statements, reports and notices sent or made available generally by the Borrower to its security holders or and debt holders, when made available to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionsuch holders; (dvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against the Borrower or any Subsidiary that could result in damages or costs to the Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars (exceeding $250,000) 100,000, fines, penalties or moreother sanctions by any Governmental Authority, or claims for injunctive or equitable relief; (evii) such budgetspromptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), sales projections(A) copies of any amendments, operating plans waivers, consents or other modifications to the ABL Debt Documents and (B) notices of default required to be delivered pursuant to the ABL Debt Documents and (viii) other financial information as any Lender the Holder may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportrequest.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) Borrowers shall deliver to Bank: (i) 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 statement of cash flow statement flows covering Borrower’s consolidated Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) 180 days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 Borrowers’ fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) concern related solely to Borrowers’ liquidity position or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; provided, however that for the 2017 fiscal year such audited financial statements shall not require an opinion until March 31, 2019; (ciii) annual budget approved by each Borrower’s Board of Directors as soon as available but not later than 45 days after the end of each Borrower’s fiscal year; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, 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 a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vii) periodic informal clinical updates on any material developments therein as Borrowers may determine appropriate or at the reasonable request of Bank and (viii) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.time;

Financial Statements, Reports, Certificates. Borrower shall deliver the following ------------------------------------------- to LendersBank: (a) (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, sheet and income statement, and cash flow statement covering Borrower’s consolidated 's (unconsolidated) operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as available, but in any event within one hundred eighty (180) days after no later than January 31, 1999, the end of Borrower’s preliminary consolidated fiscal year (beginning with the 2010 fiscal year), audited consolidated end financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of GAAP by an independent certified public accounting firm reasonably acceptable to Required LendersBank, together with a letter from such accounting firm stating that the final financial statements are not anticipated to change; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payablereceivable. Within thirty (30) days after the last day of each month, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. --------- Within (30) days after the last day of each quarter, the Borrower shall cause (i) Xxxxxx Xxxxxxxxxxx to deliver a Compliance Certificate in a form acceptable to the Bank together with copies of brokerage statements, mortgages statements and such other additional documentation as may be necessary or requested by the Bank to demonstrate the liquidity required under Section 6.10 of this Agreement, and (ii) Devon Xxxx, L.P. to deliver a deferred revenue reportCompliance Certificate in a form acceptable to the Bank together with copies of mortgage statements verifying the balances due under its existing loans with Xxxxxxx Xxxxx, or any other Person, secured by the Devon Property, together with such other additional documentation as may be necessary or requested by the Bank to demonstrate the required value of the Devon Property as set forth in Section 6.10. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that (i) such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing, and (ii) the amount the Borrower shall be obligated to pay for such audits prior to the occurrence of an Event of Default shall be limited to Seven Hundred Fifty Dollars ($750.00) for each such audit. The Borrower shall cause Devon Xxxx, L.P. to assist the Bank in obtaining a current appraisal (the "Appraisal") of the Devon Property to be completed no later than March 31, 1999 by an appraiser satis factory to the Bank. The Appraisal shall be in form and substance satisfactory to the Bank and the costs of the Appraisal shall be borne by the Borrower."

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersAgent: (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of Borrower's fiscal years, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 105 days after the end of each of Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial 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, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on certificate of such accountants stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of an independent certified public accounting firm reasonably acceptable to Required 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 cash flow and, if applicableprepared, all reports such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on Forms a consolidating basis so as to present Borrower and each such Subsidiary separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission; (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingif any, as soon as availablethe same are filed, but in or any event no later than thirty (30) days after other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Agent relating to the end financial condition of Borrower’s fiscal year. Each month, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations together with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each monthfinancial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Lenders Agent a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially its chief financial officer to the form of Exhibit C hereto, together with effect that: (i) aged listings all financial statements delivered or caused to be delivered to Agent hereunder have been prepared in accordance with GAAP (except, in the case of accounts receivable unaudited financial statements, for the lack of footnotes and accounts payablebeing 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 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7, and (iv) 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) perpetual inventory reports for ), or (iii), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (in accordance she may have knowledge and what action Borrower has taken, is taking, or proposes to take with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentrespect thereto). Borrower shall cooperate with Agent to arrange meetings among Agent, Borrower, and Borrower's independent certified public accountants to discuss whatever financial information concerning Borrower that Agent may request. Except to the extent that Borrower determines in good faith that its accountant/client privilege would reasonably be expected to be waived thereby as a result, Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Lenders with the monthly Agent, at Borrower's expense, if not provided by Borrower, copies of Borrower's financial statements a Compliance Certificate signed by a Responsible Officer statements, papers related thereto, and other accounting records of any nature in substantially the form of Exhibit D hereto their possession, and a deferred revenue reportto disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30x) forty-five (45) days after the end of each calendar monthquarter, commencing with the quarter ending September 30, 2018, a company company-prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAPGAAP (except for the lack of footnotes and being subject to year-end audit adjustments), consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; Officer and (iiy) as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, commencing with the month ending January 31, 2019, a company company-prepared consolidating consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidating consolidated operations during such period, prepared in accordance with GAAPGAAP (except for the lack of footnotes, being subject to year-end audit adjustments and no reflection of depreciation expense, deferred revenue adjustments or other general quarter-end accruals), consistently applied, in a form acceptable to Lenders Bank and certified by 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Exchange

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time includinggenerally prepared by Borrower in the ordinary course of business. When Borrower requests the initial Advance under the Revolving Line and thereafter at all times during which any Advances are outstanding under the Revolving Line, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end last day of each calendar monthfiscal quarter of Borrower ending on December 31, March 31 and June 30, 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, period (in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank); (b) as soon as available, but in any event within one one-hundred eighty twenty (180120) days after the end of Borrower’s the fiscal year (beginning with the 2010 fiscal year)of Borrower, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty forty-five (2045) days after the last day of each monthfiscal quarter of Borrower ending on December 31, March 31 and June 30 and accompanying the delivery of the audited annual financial statements of the Borrower as set forth above, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) when there are Advances outstanding under the Committed Revolving Line or the Committed Equipment Line, as soon as available, but in any event within fifteen (i15) days after the end of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) when there are no Advances outstanding under the Committed Revolving Line or the Committed Equipment Line, as soon as available, but in any event within thirty (30) days after the end 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 period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officeran officer of Borrower reasonably acceptable to Bank; and (iic) as soon as available, but in any event within thirty ninety (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP), consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) from and after the Initial Public Offering, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (ef) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time includingtime. When there are Advances outstanding under the Committed Revolving Line or the Committed Equipment Line, as soon as available, but in any event no later than thirty within fifteen (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (2015) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto EXHIBIT C hereto. When there are no Advances outstanding under the Committed Revolving Line or the Committed Equipment Line, within thirty (30) days after the last day of each quarter, Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto. Prior to the initial Advance under the Committed Revolving Line, an audit of Borrower's Accounts shall be completed, with results satisfactory to Bank. When there are Advances outstanding under the Committed Revolving Line, Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to LendersBank: (a) within five (i) as soon as available, but in any event within thirty (305) days after the end of each calendar monthfiling, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, financial statements and 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; (db) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (ec) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty fifteen (2015) days after the last day of each monthmonth in which the outstanding Credit Extensions exceed $5,000,000 (and at least seven days prior to requesting Credit Extensions that would cause the outstanding Credit Extensions to exceed $5,000,000), Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts --------- receivable and accounts payable. When there are outstanding Credit Extensions, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto within fifty (50) days after the end of each of the first three --------- fiscal quarters of each fiscal year and within one-hundred twenty (120) days after the end of each fiscal year. When there are no outstanding Credit Extensions, Borrower shall deliver to Bank a deferred revenue reportCompliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D as a --------- condition to requesting any Credit Extensions. Bank shall have a right to audit the Collateral at any time that outstanding Credit Extensions exceed $5,000,000, provided such audit shall occur not more than annually as long as an Event of Default has not occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (a) not previously provided on a monthly basis), a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the last day of each month while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (b) not previously provided on a monthly basis), 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 Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, together with a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified 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 (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year)years 2020 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) 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; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement, if any) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion, which is either unqualified opinion (other than or qualified only for going concern due to a qualification for a going concern) projected inability to finance future operations, on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 31 of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) 1,000,000 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) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but time; (viii) promptly upon request by Bank (which in any event no later than thirty (30shall be delivered within 3 Business Days) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorssuch updates on regulatory and litigation matters as Bank may reasonably request from time to time; and (f) (iix) within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) as soon as available, but in any event within fifteen (15) days after the end of each month, (i) a company prepared consolidated balance sheet and income statement covering each Borrower's consolidated operations during such period, certified by an officer of each Borrower reasonably acceptable to Bank and (ii) a company prepared consolidated and consolidating balance sheet and income statement covering Parent's consolidated operations during such period; (b) (i) as soon as available, but in any event within thirty ninety (3090) days after the end of each calendar monthParent's fiscal year, a company prepared audited consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, consolidating financial statements of Parent prepared in accordance with GAAPUnited Kingdom accounting standards, consistently applied, denominated in a form British pounds sterling together with an unqualified opinion on such financial statement of an independent certified public accounting firm reasonably acceptable to Lenders and certified by a Responsible Officer; Banks, and (ii) as soon as available, but in any event within thirty one hundred twenty (30120) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 Parent's fiscal year), audited consolidated financial statements of Borrower Parent prepared in accordance with GAAPUnited Kingdom accounting standards, consistently applied, denominated in U.S. dollars, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower Borrowers to its security holders or to any holders of Subordinated Debt and(except for those statements, if applicable, reports or notices sent or made available solely to Parent) and all reports on Forms Form 10-K and 10K, I 0-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 Borrowers or any Subsidiary that Borrowers' management reasonably believes could result in damages or costs to Borrower Borrowers or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty fifteen (2015) days after the last day of each month, Borrower Borrowers shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower Borrowers shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer of each Borrower in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrowers' Accounts at Borrowers' expense, provided that such audits will be conducted prior to making the initial Advance or issuing the initial Letter of Credit pursuant to Section 2 and a deferred revenue reportthereafter 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 Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty the 45th day after the end of each Fiscal Quarter during each of Borrower’s Fiscal Years, except the fourth Fiscal Quarter, (30a) an unaudited consolidated balance sheet as of the last day of Borrower’s first three Fiscal Quarters and an income statement and statement of cash flow, covering Borrower’s operations on a consolidated basis for such period and compared to the prior quarter, (b) a reconciliation of billed Accounts and trade accounts payable of Borrower’s general ledger accounts to its quarterly financial statements including any book reserves related to each category, and (c) a Compliance Certificate. as soon as available, but in any event within 30 days after the end of each calendar month, or more frequently upon any material change to Borrower’s fiscal yearbusiness, an annual operating budget approved by (d) a detailed report regarding Borrower’s board unbilled Accounts. as soon as available, but in any event no later than the 90th day after the end of directors; and each of Borrower’s Fiscal Years during the term of the Agreement, (fe) (i) within thirty (30) days consolidated balance sheet as of the last day of Borrower’s Fiscal Year, and an income statement and statement of cash flow covering Borrower’s operations on a consolidated basis for such Fiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any of the following qualifications (including any (A) “going concern” or like qualification or exception, other than for Fiscal Year 2013 provided such “going concern” qualification is solely with respect the pending maturities of Borrower’s existing Indebtedness, its recurring net losses and its excess of liabilities over its assets, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 5.07 of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management), and (f) a Compliance Certificate. as soon as available, but in any event within 30 days prior to the start of each yearof Borrower’s Fiscal Years, a report signed or more frequently upon any material change to Borrower’s business, (g) copies of Borrower’s Projections (including management’s projected income statements, balance sheets and cash flow statements), in form and substance satisfactory to Agent, in its sole but reasonable discretion, for the forthcoming Fiscal Year, month by month, certified by the chief financial officer of Borrower as being the Borrower’s good faith projection of the financial performance of Borrower during the period covered thereby subject to assumptions believed by Borrower to be reasonable at the time of the delivery of such Projections to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results. if and when filed by Borrower, in form reasonably acceptable to Lenders(h) Form 10-Q quarterly reports, listing any applications or registrations that Borrower has made or filed in respect Form 10-K annual reports, and Form 8-K current reports, all within 5 days of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableany other filings made by Borrower with the SEC, and (iij) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such any other inventory reports as are requested information that is provided by Lenders Borrower to its shareholders generally in their good faith business judgmentcapacity as shareholders and not information generally provided to individuals in their capacity as employees. promptly, but in any event no later than 5 Business Days after Borrower shall deliver to Lenders with the monthly financial statements has knowledge of any event or condition that constitutes a Compliance Certificate signed by a Responsible Officer in substantially the form Default or an Event of Exhibit D hereto Default, (k) notice of such event or condition and a deferred revenue reportstatement of the curative action that Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in any (l) notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably event no later than 5 Business Days after the service of process with respect thereto on Borrower or any of its Subsidiaries, could be expected to result in a Material Adverse Effect.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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 and consolidating 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an Officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as availablewithin ten (10) Business Days of filing, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (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 Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (id) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s 's intellectual property property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement, and (iie) promptly after filingsuch budgets, written notice of the filing of any applications sales projections, operating plans or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anyother financial information as Bank may reasonably request from time to time. Within twenty twenty-five (2025) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with (i) aged listings of accounts receivable and accounts payable. Within twenty-five (25) days after the last day of each month, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto E hereto. Bank shall have a right prior to the initial Advance and a deferred revenue reportfrom time to time thereafter to audit Borrower's Accounts at Borrower's expense (not to exceed $1,500 per audit, without notification to Borrower), provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty twenty (3020) 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar fiscal quarter, a company prepared consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidating 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank and any accompanying management reports; (c) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C EXHIBIT D hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and EXHIBIT E hereto, together with a deferred revenue backlog report. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, which in no event shall exceed Five Hundred Dollars ($500.00) per occurrence.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LendersAgent by email to the address specified pursuant to Article 11 (and Agent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (a) (i) as soon as available, but in any event within the earlier of (x) forty-five (45) days after the end of each calendar quarter and (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth (in form and substance satisfactory to the Required Lenders), Pxxxxx’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 Borrowercertified by a Responsible Officer of Parent; (iii) as soon as available, but in any event within the earlier of (x) one hundred and twenty (120) days after the end of Parent’s fiscal year and (y) the date on which delivered to the SEC, audited consolidated operations during such period, prepared financial statements of Parent in accordance with GAAP, consistently applied, in a form together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Lenders and certified by a Responsible Officerthe Initial Lenders; and (iiiv) as soon as available, but in any event within thirty (30) days after prior to the end of each calendar quarterParent’s fiscal year, a company prepared consolidating an annual operating budget and financial projections (including income statements, balance sheet, income statement, sheets and cash flow statement covering Borrower’s consolidating operations during statements) for such periodfiscal year, prepared in accordance with GAAP, consistently applied, presented in a form acceptable to Lenders 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm quarterly format reasonably acceptable to the Required Lenders, provided that with respect to Borrower’s annual operating budget for fiscal year 2023, the Borrower may deliver such annual operating budget to Agent by no later than the earlier of (x) January 10, 2023 and (y) one Business Day prior to the closing of Heartland Disposition (as defined in that certain Limited Consent to be entered into on or about January 9, 2023); (cv) copies of all statements, reports and notices sent or made available generally by Borrower any Loan Party to its security holders or and debt holders, when made available to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionsuch holders; (dvi) promptly upon receipt of written notice thereof, a report of any legal actions pending or threatened against Borrower any Loan Party that could reasonably be deemed to result in damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any Subsidiary that could result other documents relating to Indebtedness in damages or costs excess of the Threshold Amount, as applicable, (B) notices of default required to Borrower be delivered pursuant to any Intermediation Facility Documents, or any Subsidiary other documents relating to Indebtedness in excess of Two Hundred Fifty Thousand Dollars the Threshold Amount, as applicable, ($250,000C) or morenotices of material adverse changes, and (D) notice of any Change of Control; (eviii) such budgets, sales projections, operating plans or other financial information as Agent or any Lender may reasonably request from time to time includingpromptly after such request and (ix) environmental, as soon as availablesocial and corporate governance related materials reasonably requested by the Lenders, but in any event no later than thirty (30) including the BlackRock ESG Questionnaire within 75 days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and each year.seventy-five (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (2075) days after request therefor by the last day requesting Lenders, which in the case of each monththe BlackRock ESG Questionnaire, Borrower shall deliver be completed by the Loan Parties, for direct delivery to Lenders a Borrowing Base Certificate signed the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by a Responsible Officer in substantially such BlackRock Lenders. Notwithstanding the form of Exhibit C heretoforegoing, together with (i) aged listings of accounts receivable and accounts payableany Lender may request to not receive any information that may constitute material non-public information from the Agent, and (ii) perpetual inventory reports it being acknowledged that such documents or information may include amendments or requests for amendment that have been designated as “private side” information by the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentBorrower. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.77

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenderseach Lender: (a) (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, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Required Lenders; provided, however, the opinion regarding Borrower’s financial statements for fiscal year 2005 may contain a 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, reports Borrower’s operating budget and notices sent or made 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 generally by Borrower to its security holders or to and 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 Two One Hundred Fifty Thousand Dollars ($250,000150,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (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, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (e) within thirty (30) days of the approval thereof, any budgets or forecasts or revisions thereto; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty fifteen (2015) days after the last day of each monthmonth during which Credit Extensions are requested or outstanding, and in connection with any Advance (unless a Borrowing Base Certificate has been provided within the last thirty (30) days), Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) an aged listings listing of accounts receivable and accounts payablereceivable. Within thirty (30) days after the last day of each month, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (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, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender; and (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; and (beginning 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: (x) at the time of filing of Borrower’s Form 10-K with the 2010 Securities and Exchange Commission after the end of each fiscal year)year of Borrower, audited consolidated the financial statements of Borrower prepared in accordance filed with GAAPsuch 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, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such the financial statements of an independent certified public accounting firm reasonably acceptable Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Required Lenders; Lender (ci) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders holders; and (ii) within five (5) business days 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 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 Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (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, 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 Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 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 (other than a qualification including, except with respect to the audited consolidated financial statements for a the 2019 fiscal year, no going concernconcern 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 Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000250,000.00) 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 not later than December 31 of each fiscal 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’s financial and business projections and budget, by month, for such fiscal year, with evidence of approval thereof by Borrower’s board of managers (as amended or revised from time to time by the Borrower’s board of managers, the “Projections”); (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of after each yearfiscal year end, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty twenty-five (3025) days after the end last day of each calendar monthReporting Period, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, period prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank (it being agreed that as of the Closing Date, Ernst & Young LLP is acceptable to Bank) which opinion is either unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed or required to be 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 Two Five Hundred Fifty Thousand Dollars ($250,000500,000) 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 not later than thirty (30) days after the last day of each fiscal year, Borrower’s financial and business projections and budget for the immediately following year (with monthly and quarterly detail), with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information of Borrower as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty time. (30b) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and Within twenty-five (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (2025) days after the last day of each monthReporting Period, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with (i) aged listings by invoice date of accounts receivable and accounts payable, and (ii) perpetual inventory reports for detailed schedules supporting the Inventory valued on a firstcalculations of Applicable Bookings, the Subscription Renewal Rate and the Advance Rate. (c) Within twenty-infive (25) days after the last day of each Reporting Period, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements required under Section 6.2(a)(i) a Compliance Certificate certified as of the last day of the applicable Reporting Period and signed by a Responsible Officer in substantially the form of Exhibit D hereto E hereto. (d) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have the inspection, audit, appraisal and other rights set forth in Section 4.3. 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 deferred revenue report.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 Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer. [May 11, 2011]

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (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, 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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required 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 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 Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (ed) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after prior to the end beginning of Borrower’s fiscal year, an annual operating budget in form reasonably acceptable to Bank and approved by Borrower’s board of directors; and (fe) (i) within such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue reportappraise 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 Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following to Lenderstimes: (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthof Borrower’s first three fiscal quarters of any fiscal year, a company prepared (a) unaudited consolidated and consolidating balance sheet, sheet and statements of income statement, and cash flow statement flows covering BorrowerParent’s consolidated and its Subsidiaries’ operations during such periodperiod (which in the case of consolidating financial statements will be in the form consistent with such consolidating financial statements provided to the Initial Lenders prior to the Closing Date), prepared in accordance together with GAAPa corresponding discussion and analysis of results from management, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (iib) a Compliance Certificate. as soon as available, but in any event within thirty (30) 90 days after the end of each calendar quarterof Borrower’s fiscal years, (a) consolidated financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent (it being understood that Cherry Bekaert LLP is acceptable to Agent) and certified, without any qualifications (including any (A) “going concern” or like qualification or exception (other than any qualification that is expressed solely with respect to, or expressly resulting solely from, an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered) or (B) qualification or exception as to the scope of such audit), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a company prepared consolidating balance sheet, income statement, statement of cash flow, and cash flow statement covering Borrowerof shareholder’s equity, and, if prepared, such accountants’ letter to management), together with (x) a corresponding customary discussion and analysis of results from management and (y) consolidating operations during financial statements of Parent and its Subsidiaries for such period, prepared in accordance with GAAP, consistently appliedfiscal year, in a the form acceptable consistent with such consolidating financial statements provided to the Initial Lenders prior to the Closing Date, and certified by a Responsible Officer; (b) as soon as availablea Compliance Certificate. promptly, but in any event within one hundred eighty (180) 5 days after Borrower has knowledge of, (a) any event or condition that constitutes a Default or an Event of Default, notice of such event or condition and a statement of the end curative action that Borrower proposes to take with respect thereto, (b) any default or breach under, or termination of, any Material Contract of Borrower’s fiscal year (beginning a Loan Party or its Subsidiary, notice of such default, breach or termination and a statement of the curative action that Borrower proposes to take with the 2010 fiscal year)respect thereto, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies any material development in connection with disputes with suppliers to or customers of all statementsthe Borrower, reports including, without limitation, commencement and notices sent or made available generally by Borrower to its security holders or to any holders completion of Subordinated Debt andarbitration, if applicablenotice of such material development, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt that any Loan Party or its Subsidiaries, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Group Member: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of notice thereof, a report proceeding seeking to assess such penalty; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or Government Drug Rebate Program or is the subject of a proceeding seeking to assess such penalty; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any legal actions of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (iv) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; any pending or threatened against Borrower revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Subsidiary that could result in damages Health Care Permit or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; Registration, (e) such budgetsany allegations of licensure violations or fraudulent acts or omissions involving any Loan Party or any of its Subsidiaries, sales projections(f) the pending or threatened imposition of any material fine or penalty by any Governmental Authority under any Health Care Law against any Loan Party or any of its Subsidiaries, operating plans (g) the exclusion or debarment from any Governmental Drug Rebate Program or other financial information as federal healthcare program or debarment or disqualification by any Lender may reasonably request from time Governmental Authority of any Loan Party, any of its Subsidiaries, or any of their officers, directors, employees, agents, or contractors, and (h) to time includingthe extent any 2015 Note Purchase Documents, as soon as available2017 Note Purchase Documents, ABL Loan Document or Treximet Note Purchase Document is amended, modified, refinanced or otherwise changed pursuant to the terms of Section 6.6(a)(ii) of the Agreement, copies of any such amendment, modification, refinancing or other change. promptly, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) 5 days of Borrower providing or receiving, as applicable, (a) copies of all settlement agreements entered into by a Loan Party, (b) any notice received by a Loan Party or any of its Subsidiaries alleging potential or actual violations of any Health Care Law, (c) any notice that any Regulatory Authority is limiting, suspending or revoking any Registration, requiring adverse changes to the last day marketing classification, distribution pathway or parameters, or labeling of each yearthe products of any Loan Party or any of its Subsidiaries, or considering any of the foregoing, (d) any notice, including, but not limited to, a report signed by BorrowerForm FDA-483, in form reasonably acceptable to Lendersuntitled letter, listing any applications warning letter, or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing violation letter, that any Loan Party or any of its Subsidiaries has become subject to any applications or registrations with the United States Patent and Trademark Office and the United States Copyright OfficeRegulatory Action, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.and

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) 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, statement and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty 180 days (30which shall be reduced to 90 days if Borrower becomes publicly-traded) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) 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 Required LendersBank; (ciii) annual budget (shown on a monthly basis) approved by Borrower’s Board of Directors as soon as available but not later than 60 days after the beginning of the applicable fiscal year; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two Hundred Fifty Thousand Dollars ($250,000) 250,000 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) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (fviii) (i) until Borrower completes an Initial Public Offering, within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 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 (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (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, 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 acceptable to Lenders and certified by an officer or manager of a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of the Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by each 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 a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable (aged by invoice date) and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit the business of the Borrower at Borrower's expense, with the first audit to be performed prior to the initial Advance; provided that such audits will be conducted no more often than annually, unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty twenty (3020) days after the end of each calendar month, month a company prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders 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 (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 Two One Hundred Fifty Thousand Dollars ($250,000150,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but generally prepared by Borrower in any event no later than thirty (30) days after the end ordinary course of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anybusiness. Within twenty fifteen (2015) days after the last day of each monthmonth and prior to each Advance, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together --------- with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements and prior to each Advance a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto E hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts and a deferred revenue reportappraise 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 LendersBank: (a) (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 acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within one two hundred eighty ten (180210) days after the end of Borrower’s fiscal year (beginning with the 2010 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 (other than a qualification for a including no going concernconcern 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 Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand One Million Dollars ($250,0001,000,000) 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 not later than ninety (90) days after the end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for the immediately following year, including a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s operations during such period, with evidence of approval thereof by Borrower’s Board of Directors; (vii) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearcalendar quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportIntellectual Property.