Common use of Additional Information and Rights Clause in Contracts

Additional Information and Rights. The Company will: (a) Permit the Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, including its books of account, and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such party may reasonably request; (b) Deliver to the Purchaser the reports and data described below: (i) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects the business, operations or plans of the Company; (ii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement or any of the other Financing Documents, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (iii) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser may from time to time reasonably request; (c) Hold meetings of its Directors at least quarterly and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting of the Board of Directors of the Company and all committees of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.

Additional Information and Rights. The Company will, for any Purchaser which owns any Shares or 10% or more of the Conversion Shares, Warrant Shares or Exchange Notes: (a) Permit the such Purchaser (or its designated representative) to visit and inspect any of the properties of the CompanyCompany and its Subsidiaries, including its books of account, and to discuss its affairs, finances and accounts with the Company's and its Subsidiaries' officers and its independent public accountants, all at such reasonable times and as often as any such party may reasonably request;. Any such Purchaser shall give not less than two (2) business days notice of any such visitation or inspection and such visitation or inspection shall be performed in a reasonable manner and with due regard to the proprietary and confidential nature of any information received by it. (b) Deliver to the Purchaser the reports and data described belowbelow to such Purchaser: (i) At such Purchaser's request, at such time as such information is delivered to the Company's Board of Directors, all monthly financial statements delivered to the Company's Board of Directors, including, without limitation, a consolidated balance sheet of the Company and its Subsidiaries, if any, as at the end of such month, and consolidated statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for each month, prepared in accordance with generally accepted accounting principles consistently applied; provided that if the Company does not prepare the foregoing financial statements within thirty (30) days after the end of any fiscal month, the Company agrees to make its records available and to make Company management available for consultation with the Purchasers and/or their agents or consultants in order that the Purchasers shall be able, at their own expense, to develop or complete such financial statements. In the event that the Company wishes to use such financial statements developed by the Purchasers, the Purchasers may charge the Company a reasonable consulting fee therefor. (ii) Make best efforts to deliver sixty (60) days or more before the commencement of its fiscal year the Company's budget and its operating plan (the "Annual Budget") approved by the Board indicating, among other things, quarterly income statements, balance sheets and cash flow statements for the next fiscal year, plans for incurring indebtedness and projections regarding other sources of funds; any material changes in such financial plan shall be submitted as promptly as practicable after such changes have been approved by the Board; provided that if the Company does not prepare an Annual Budget by 60 days before the commencement of its fiscal year or notifies the Purchasers that it does not intend to do so, the Company agrees to make the Company's records available and to make Company management available for consultation with the Purchasers and/or their agents or consultants in order that the Purchasers shall be able, at their own expense, to develop or complete such Annual Budget. In the event that the Company wishes to use such Annual Budget developed by the Purchasers, the Purchasers may charge the Company a reasonable consulting fee therefor. (iii) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects or could materially adversely affect the business, operations operations, properties or plans of the Company; (iiiv) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement Agreement, the Financing Documents or any of the other Financing Documentsagreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (iiiv) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries Subsidiaries as the Purchaser any such party may from time to time reasonably request;. (c) Hold meetings of its Directors at least quarterly and will not hold any meetings of its Directors on less than provide ten (10) days' written days notice in writing of such meetings and in any event such Purchaser shall receive notice no less favorable than any other outside director (provided, however, that in the case of emergency, the Purchaser shall be given no less than 2 hours notice and permitted to participate by telephone) and, if such Purchaser does not have a representative on the Board of Directors and holds at least 16,000 of the Shares or Exchange Notes received in exchange therefor, will permit the such Purchaser to send a representative (without voting rightsrights and subject to such representative executing a confidentiality agreement in a form to be provided by the Company) to each meeting of the Board of Directors of the Company and all committees of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.

Additional Information and Rights. The Company and Subsidiary will, for any such Purchaser: (a) Permit the such Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, Subsidiary and their Other Subsidiaries, including its books of account, and to discuss its affairs, finances and accounts with the Company's, Subsidiary's and their Other Subsidiaries' officers and its independent public accountants, all at such during ordinary business hours upon reasonable times prior written notice to the Company and as often as any such party may reasonably request;. Any such visitation or inspection shall be performed in a reasonable manner with a minimum of disruption to the Company's and Subsidiary's business and with due regard to the proprietary and confidential nature of any information received by it. (b) Deliver to the Purchaser the reports and data described belowbelow to such Purchaser: (i) As soon as available (but in any event before the commencement of its fiscal year except in the case of the Annual Plan for fiscal year 2000 which shall be delivered no later than at Closing) the Company's consolidated capital and operating expense budgets and its operating plan (the "ANNUAL PLAN") approved by the Board indicating, among other things, monthly income statements, balance sheets and cash flow statements for the next fiscal year, all itemized in reasonable detail, together with the underlying assumptions therefor, plans for incurring indebtedness and projections regarding other sources of funds; any material changes in such financial plan shall be submitted as promptly as practicable after such changes have been approved by the Board; (ii) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects the business, operations has or plans of the Companycould have a Material Adverse Effect; (iiiii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement Agreement, the Financing Documents or any of the other Financing Documentsagreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and; (iiiiv) With reasonable promptness, such copies of audit response letters, accountants' management letters and any other written reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company, Subsidiary or any of their Other Subsidiaries; (v) Such other information and data with respect to the Company Company, Subsidiary and its subsidiaries their Other Subsidiaries as the Purchaser any such party may from time to time reasonably request; (cvi) Hold meetings Promptly after the commencement thereof, notice of its Directors at least quarterly all actions, suits, claims, proceedings, investigations and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting inquiries of the type described in Section 3.12 that could have a Material Adverse Effect; (vii) Promptly upon sending, making available or filing the same, all press releases, reports and financial statements that the Company, Subsidiary or any of their Other Subsidiaries sends or makes available to its stockholders or directors or files with the Commission; (viii) At the time of delivery to the Company's Board of Directors, reports, minutes, consents, waivers or such other information substantially similar to such reports, minutes, consents, waivers or other information delivered to the members of the Company's Board of Directors (such obligation being satisfied by delivery to such Purchasers' board representative, if such Purchaser has a board representative, for signature or consent) provided that each Purchaser understands that it could be subject to fines, penalties and other liabilities under applicable securities laws in the event of trading in the Company's securities while in the possession of any material, non-public information concerning the Company and agrees to abide by these legal prohibitions on tipping and trading and each Purchaser agrees to maintain the confidentiality of such information in accordance with its applicable nondisclosure agreement with the Company; (ix) Promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company, Subsidiary and their Other Subsidiaries as such Purchaser reasonably may request; and (x) As soon as available and in any event within thirty (30) days after the end of each fiscal quarter, commencing with the quarter ending March 31, 2000, the Company will deliver to each Purchaser, unaudited balance sheets and statements of income and cash flows of the Company and all committees the Subsidiary as of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice end of each such meeting quarter, as well as summary information as to backlog and bookings as of such quarter-end, certified by the treasurer or chief financial officer (or other officer acting in a similar capacity) of the Company to be true and correct and to have been prepared in accordance with GAAP consistently applied (except for changes in the form and manner application of such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business principles that have been approved by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), subject to the absence of footnotes and elect to adjustments consisting of normal year-end accruals, the effect of which, both individually and maintain thereon one or more nominees in the aggregate, is not material. (c) The Company will notify the Tudor Entities of any meeting of the Purchaser so long Board or of any action proposed to be taken by written consent at the same time as it notifies the Purchaser shall so desiredirectors of such meeting or consent action, such notice in all cases to include a true and complete copies of all documents furnished to any director in connection with such meeting or consent. One officer or authorized representative of the Tudor Entities will be entitled to attend as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein.

Additional Information and Rights. The Company will:, for any Purchaser who (together with members of such Purchaser's Group) agrees pursuant to this Agreement to purchase in the aggregate, at the First Closing and the Second Closing (and whether or not the Second Closing is actually consummated), 177,936 or more Shares (such amount to be adjusted for stock splits, combinations and other similar events affecting the Series A Preferred): (a) Permit the such Purchaser (or its designated representative) ), at its own expense, to visit and inspect any of the properties of the Company, including its books of account, and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such party may reasonably request;. Any such Purchaser shall give not less than two (2) business days' notice of any such visitation or inspection and such visitation or inspection shall be performed in a reasonable manner and with due regard to the proprietary and confidential nature of any information received by it. (b) Deliver to the Purchaser the reports and data described belowbelow to such Purchaser: (i) As soon as practicable after the end of each fiscal month and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its Subsidiaries, if any, as at the end of such month, and consolidated statements of operations, accumulated earnings and cash flows of the Company and its Subsidiaries, if any, for each month, prepared in accordance with generally accepted accounting principles consistently applied, together with comparison of such statements to the Annual Plan then in effect and to the financial statements for the comparable period in the prior fiscal year, and certified, subject to changes resulting from year-end audit adjustments, by the principal financial or accounting officer of the Company; (ii) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects or could materially adversely affect the business, operations operations, properties or plans of the Company; (iiiii) Immediately upon becoming aware of any condition or event which constitutes a breach or violation of this Agreement Agreement, the Restated Certificate, the Financing Documents or any of the other Financing Documentsagreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (iiiiv) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser any such party may from time to time reasonably request;. (c) Hold meetings of its Directors at least quarterly and will and, if such Purchaser does not hold any meetings have a representative on the Board of its Directors on less than ten (10) days' written notice and will Directors, permit the such Purchaser to send a representative (without voting rights) to each meeting of the Board of Directors of the Company and all committees of such Board; provided, except in emergencieshowever, in which case that the Purchaser Purchasers shall receive notice no less favorable than notice given to outside directors and the presence of any other outside directorof the Purchasers' representatives shall not be necessary to conduct any meeting of the Board. The Company shall give the such Purchaser notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, Company's obligations under this Section 7.2 shall terminate at the request such time as a Qualified Public Offering has closed and any agreement of the Purchaser, form an "Advisory Board" on terms satisfactory type described in Section 9.15 hereof is no longer in effect with respect to any Purchaser or when the Company first becomes subject to the Purchaser (which Advisory Board shall not have the powers periodic reporting requirements of the Company's Board of Directors)Exchange Act, and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser whichever event shall so desirefirst occur.

Additional Information and Rights. The Company and Subsidiary will, for any such Purchaser: (aA) Permit the such Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, Subsidiary and their Other Subsidiaries, including its books of account, and to discuss its affairs, finances and accounts with the Company's, Subsidiary's and their Other Subsidiaries' officers and its independent public accountants, all at such during ordinary business hours upon reasonable times prior written notice to the Company and as often as any such party may reasonably request;. Any such visitation or inspection shall be performed in a reasonable manner with a minimum of disruption to the Company's and Subsidiary's business and with due regard to the proprietary and confidential nature of any information received by it. (bB) Deliver to the Purchaser the reports and data described belowbelow to such Purchaser: (i) As soon as available (but in any event before the commencement of its fiscal year except in the case of the Annual Plan for fiscal year 2000 which shall be delivered no later than January 31, 2000) the Company's consolidated capital and operating expense budgets and its operating plan (the "Annual Plan") approved by the Board indicating, among other things, monthly income statements, balance sheets and cash flow statements for the next fiscal year, all itemized in reasonable detail, together with the underlying assumptions therefor, plans for incurring indebtedness and projections regarding other sources of funds; any material changes in such financial plan shall be submitted as promptly as practicable after such changes have been approved by the Board; (ii) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects or could materially adversely affect the business, operations operations, properties or plans of the Company, Subsidiary and/or any Other Subsidiary; (iiiii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement Agreement, the Financing Documents or any of the other Financing Documentsagreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and; (iiiiv) With reasonable promptness, such copies of audit response letters, accountants' management letters and any other written reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company, Subsidiary or any of their Other Subsidiaries; (v) Such other information and data with respect to the Company Company, Subsidiary and its subsidiaries their Other Subsidiaries as the Purchaser any such party may from time to time reasonably request; (cvi) Hold meetings Promptly after the commencement thereof, notice of its Directors at least quarterly all actions, suits, claims, proceedings, investigations and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting inquiries of the Board type described in Section 3.12 that could materially adversely affect the Company, Subsidiary or any of Directors their Other Subsidiaries; (vii) Promptly upon sending, making available or filing the same, all press releases, reports and financial statements that the Company, Subsidiary or any of their Other Subsidiaries sends or makes available to its stockholders or directors or files with the Company and all committees Commission; (viii) At the time of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given delivery to the Company's directors. The Company will not permit its directors Board of Directors, reports, minutes, consents, waivers or shareholders such other information substantially similar to conduct any material business by written consent without giving at least ten (10) days' written notice such reports, minutes, consents, waivers or other information delivered to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers members of the Company's Board of Directors)Directors (such obligation being satisfied by delivery to such Purchasers' board representative, if such Purchaser has a board representative, for signature or consent) provided that each Purchaser understands that it could be subject to fines, penalties and elect other liabilities under applicable securities laws in the event of trading in the Company's securities while in the possession of any material, non-public information concerning the Company and agrees to abide by these legal prohibitions on tipping and trading and each Purchaser agrees to maintain thereon one the confidentiality of such information in accordance with its applicable nondisclosure agreement with the Company; and (ix) Promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property or more nominees affairs of the Company, Subsidiary and their Other Subsidiaries as such Purchaser so long as the Purchaser shall so desirereasonably may request.

Additional Information and Rights. The Company will: (a) Permit the Purchaser (or its designated representative) The Company will permit any Significant Holder to visit and inspect any of the properties of the Company, including its books of accountaccount and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such party person may reasonably request;. (b) Deliver to the Purchaser The Company will deliver the reports and data described belowbelow in this Section 7.2(b) to each Significant Holder: (i) As soon as available, information and data on any material adverse changes Annually (but in or any event or condition which materially adversely affects at least thirty (30) days prior to the business, operations or plans commencement of each fiscal year of the Company;) the annual budget of the Company, in such manner and form as approved by the Board of Directors of the Company, which annual budget shall include a projection of income and a projected cash flow statement for such fiscal year and a projected balance sheet as of the end of such fiscal year. Any material changes in such annual budget shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (ii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement or any of the other Financing Documents, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (iii) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser any such person may from time to time reasonably request;. (c) Hold meetings Each Holder who represents to the Company that it is a "venture capital operating company" for purposes of its Directors at least quarterly Department of Labor Regulation Section 2510.3-101 shall have the right to consult with and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit advise the Purchaser to send a representative (without voting rights) to each meeting of the Board of Directors officers of the Company and all committees of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given as to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy management of the consent resolution proposed to be adoptedCompany. (d) The Company will, at provisions of Section 7.1 and this Section 7.2 shall not be in limitation of any rights which any stockholder may have with respect to the request books and records of the PurchaserCompany and its subsidiaries, form an "Advisory Board" on terms satisfactory or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which the Company is incorporated. (e) Anything in this Section 7 to the Purchaser (which Advisory Board contrary notwithstanding, no Significant Holder by reason of this Agreement shall not have the powers access to any trade secrets or classified information of the Company. Each Significant Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 7.2 (it being understood that Chancellor LGT Asset Management, Inc., may cause any information provided to it to be disclosed to Citiventure III and to KME Venture III, L.P., each of which shall be bound by the confidentiality provisions hereof. Each Significant Holder shall notify the Company in writing (which notice shall be delivered no less frequently than annually) of such Significant Holder's Board ownership of Directors), and elect and maintain thereon one or more nominees any securities of entities which such Significant Holder reasonably determines to be a competitor of the Purchaser so long as the Purchaser shall so desireCompany.

Additional Information and Rights. The Company will: (a) Permit the Purchaser The Company will permit any Significant Holder (or its designated representative) to visit and inspect any of the properties of the Company, including its books of account, account and other records (and make copies thereof and take extracts therefrom) and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such party person may reasonably request;. (b) Deliver to the Purchaser The Company will deliver the reports and data described belowbelow in this Section 2.2 to each Significant Holder: (i) As soon as availablepractical after the end of each month and in any event within 30 days thereafter, information a consolidated balance sheet of the Company and data on any its subsidiaries, if 16 - Investors' Rights Agreement any, as at the end of such month and consolidated statements of income and cash flows of the Company and its subsidiaries, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles consistently applied and certified by the principal financial or accounting officer of the Company, together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors; (ii) Not later than 30 days after the commencement of each fiscal year of the Company, the business plan of the Company, in such manner and form as approved by the Board of Directors of the Company, which business plan shall include a projection of income and a projected cash flow statement for such fiscal year and a projected balance sheet as of the end of such fiscal year. Any material adverse changes in or any event or condition which materially adversely affects such business plan shall be submitted as promptly as practicable after such changes have been approved by the business, operations or plans Board of Directors of the Company; (iiiii) Immediately upon becoming aware With reasonable promptness, notice of any condition material adverse change in the Company's business, assets or event which constitutes a breach financial condition, including, but not limited to, notice of this Agreement or any of material litigation involving the other Financing Documents, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; andCompany; (iiiiv) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser any Holder may from time to time reasonably request; (v) As soon as practicable after the end of each fiscal year and in any event within 90 days thereafter, a copy of the annual management review letter of the Company's independent public accountants; and (vi) As soon as practicable after transmission or occurrence and in any event within 10 days thereof, copies of any reports or communications delivered to any class of the Company's security holders. (c) Hold meetings The provisions of Section 2.1 and this Section 2.2 shall not be in limitation of any rights which any Holder may have with respect to the books and records of the Company and its Directors at least quarterly subsidiaries or to inspect their properties or discuss their affairs, finances and will not hold accounts, under the laws of the jurisdictions in which they are incorporated. (d) Anything in Section 2 to the contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall have access to any meetings trade secrets or classified information of its Directors on less than ten (10) days' written notice and will permit the Purchaser Company; provided, however, that a Holder or Significant Holder shall have access to send such information so long as the Holder or Significant Holder is a representative (without voting rights) to each meeting member of the Board of Directors of the Company and all committees or has designated a representative of such Board, except in emergencies, in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given Holder or Significant Holder to the Company's directors. The Company will not permit its directors or shareholders Board of Directors pursuant to conduct any material business by written consent without giving at least ten (10Section 5.2(B)(3)(b) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers of the Company's Board of Directors), and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.'s

Additional Information and Rights. The Company and Subsidiary will, for any such Purchaser: (a) Permit the such Purchaser (or its designated representative) to visit and inspect any of the properties of the Company, Subsidiary and their other subsidiaries including its books of account, and to discuss its affairs, finances and accounts with the Company's, Subsidiary's and their other subsidiaries' officers and its independent public accountants, all at such during ordinary business hours upon reasonable times prior written notice to the Company and as often as any such party may reasonably request;. Any such visitation or inspection shall be performed in a reasonable manner with a minimum of disruption to the Company's and Subsidiary's business and with due regard to the proprietary and confidential nature of any information received by it. (b) Deliver to the Purchaser the reports and data described belowbelow to such Purchaser: (i) As soon as available (but in any event before the commencement of its fiscal year except in the case of the Annual Plan for fiscal year 2001 which shall be delivered no later than at Closing) the Company's consolidated capital and operating expense budgets and its operating plan (the "Annual Plan") approved by the Board indicating, among other things, monthly income statements, balance sheets and cash flow statements for the next fiscal year, all itemized in reasonable detail, together with the underlying assumptions therefor, plans for incurring indebtedness and projections regarding other sources of funds; any material changes in such financial plan shall be submitted as promptly as practicable after such changes have been approved by the Board; (ii) As soon as available, information and data on any material adverse changes in or any event or condition which materially adversely affects the business, operations has or plans of the Companycould have a Material Adverse Effect; (iiiii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement Agreement, the Financing Documents or any of the other Financing Documentsagreement contemplated hereby or thereby, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and; (iiiiv) With reasonable promptness, such copies of audit response letters, accountants' management letters and any other written reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company, Subsidiary or any of their other subsidiaries; (v) Such other information and data with respect to the Company Company, Subsidiary and its their other subsidiaries as the Purchaser any such party may from time to time reasonably request; (cvi) Hold meetings Promptly after the commencement thereof, notice of its Directors at least quarterly all actions, suits, claims, proceedings, investigations and will not hold any meetings of its Directors on less than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting inquiries of the Board of Directors of type described in Section 3.12 that could have a Material Adverse Effect; (vii) Promptly upon sending, making available or filing the same, all press releases, reports and financial statements that the Company and all committees Subsidiary or any of such Boardtheir other subsidiaries, except in emergencies, in which case sends or makes available to its stockholders or directors or files with the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give Commission; (viii) At the Purchaser notice time of each such meeting in the form and manner such notice is given delivery to the Company's directors. The Company will not permit its directors Board, reports, minutes, consents, waivers or shareholders such other information substantially similar to conduct any material business by written consent without giving at least ten (10) days' written notice such reports, minutes, consents, waivers or other information delivered to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adopted. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory to the Purchaser (which Advisory Board shall not have the powers members of the Company's Board (such obligation being satisfied by delivery to such Purchasers' Board representative, if such Purchaser has a Board representative, for signature or consent) provided that each Purchaser understands that it could be subject to fines, penalties and other liabilities under applicable securities laws in the event of Directorstrading in the Company's securities while in the possession of any material, non-public information concerning the Company and agrees to abide by these legal prohibitions on tipping and trading and each Purchaser agrees to maintain the confidentiality of such information in accordance with its applicable nondisclosure agreement with the Company; (ix) Promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company, Subsidiary and their other subsidiaries as such Purchaser reasonably may request; and (x) As soon as available and in any event within thirty (30) days after the end of each fiscal quarter, commencing with the quarter ending December 31, 2000, the Company will deliver to each Purchaser, unaudited balance sheets and statements of income and cash flows of the Company and the Subsidiary as of the end of each such quarter, as well as summary information as to backlog and bookings as of such quarter-end, certified by the treasurer or chief financial officer (or other officer acting in a similar capacity) of the Company to be true and correct and to have been prepared in accordance with GAAP, as defined in Section 9 hereof, consistently applied (except for changes in the application of such principles that have been approved by the Company's Board), subject to the absence of footnotes and elect to adjustments consisting of normal year-end accruals, the effect of which, both individually and maintain thereon one or more nominees of in the Purchaser so long as the Purchaser shall so desireaggregate, is not material.

Additional Information and Rights. The Company will: (a) Permit the Purchaser The Company hereby covenants and agrees that it will permit each Major Holder (or its designated representative) upon request, to visit and inspect any of the properties of the Company, including its books of accountaccount and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's ’s officers and its independent public accountants, all at such reasonable times and as often as any such party person may reasonably request; (b) Deliver . In addition, the Company hereby covenants and agrees that it will automatically deliver the following reports to each such Major Holder and each member of the Purchaser the reports and data described belowCompany’s Board of Directors: (i) As as soon as available, information practicable after the end of each month and data on any material adverse changes in or any event within thirty (30) days thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such month and unaudited, consolidated statements of income and cash flows, as well as status reports, forecasts and sales reports, of the Company and its subsidiaries, if any, for each month and for the current fiscal year of the Company to date, all subject to normal year-end audit adjustments, certified by the principal financial or condition which materially adversely affects accounting officer of the businessCompany, operations or plans together with a comparison of such statements to the corresponding periods of the prior fiscal year and to the Company’s operating plan then in effect and approved by its Board of Directors; (ii) quarterly updates on the scientific, clinical and business development activity of the Company; (ii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement or any of the other Financing Documents, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (iii) With reasonable promptness, such other information annually (and data with respect to the Company and its subsidiaries as the Purchaser may from time to time reasonably request; (c) Hold meetings of its Directors at least quarterly and will not hold in any meetings of its Directors on less event no later than ten (10) days' written notice and will permit the Purchaser to send a representative (without voting rights) to each meeting of days after adoption by the Board of Directors of the Company and all committees Company) the financial plan of such Board, except in emergenciesthe Company, in such manner and form as approved by the Board of Directors of the Company, which case financial plan will include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice end of each fiscal quarter in such meeting fiscal year. Any material changes in such financial plan will be delivered to each Preferred Holder that has a right to receive such plan as promptly as practicable after such changes have been approved by the form Board of Directors of the Company. In addition, the Company will prepare and manner deliver to each such notice is given Major Holder the annual business and operating plan and annual budget of the Company with financial projections for approval by the Board of Directors no later than thirty (30) days prior to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy beginning of each fiscal year of the consent resolution proposed to be adoptedCompany. (db) The Company will, at provisions of Section 6.1 and this Section 6.2 will not be in limitation of any rights which a Preferred Holder may have with respect to the request books and records of the PurchaserCompany and its subsidiaries, form an "Advisory Board" on terms satisfactory if any, or to inspect their properties or discuss their affairs, finances and accounts, under the Purchaser applicable law. (which Advisory Board shall c) Notwithstanding the foregoing, the Company’s obligations under Sections 6.1 and 6.2 hereof will not have apply to and will terminate upon the powers effective date of a registration statement covering any initial public offering of the Company's Board ’s capital stock that is filed by the Company with the Securities and Exchange Commission under the Securities Act of Directors)1933, and elect and maintain thereon one or more nominees of the Purchaser so long as the Purchaser shall so desire.amended

Additional Information and Rights. The Company will: (a) Permit the Purchaser The Company will permit any Significant Holder (or its designated representativea representative of a Significant Holder) to visit and inspect any of the properties of the Company, including its books of accountaccount and other records (and make copies thereof and take extracts therefrom), and to discuss its affairs, finances and accounts with the Company's officers and its independent public accountants, all at such reasonable times and as often as any such party person may reasonably request;. (b) Deliver to the Purchaser The Company will deliver the reports and data described belowbelow in this Section 2.2 to each Significant Holder: (i) As soon as available, information and data on any material adverse changes Annually (but in or any event or condition which materially adversely affects at least thirty (30) days prior to the business, operations or plans commencement of each fiscal year of the Company;) the financial plan of the Company, in such manner and form as approved by the Board of Directors of the Company, which financial plan shall include a projection of income and a projected cash flow statement for such fiscal year and a projected balance sheet as of the end of such fiscal year. Any material changes in such business plan shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (ii) Immediately upon becoming aware of any condition or event which constitutes a breach of this Agreement or any of the other Financing Documents, written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (iii) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries as the Purchaser any such person may from time to time reasonably request;. (iii) As soon as practicable after the end of each fiscal year and in any event within ninety (90) days thereafter, (a) a report from the Company reporting on compliance with the terms and conditions of this Agreement and any other agreement pursuant to which the Company has borrowed money or sold its securities and (b) a copy of the annual management review letter of the Company's independent public accountants. (iv) As soon as practicable after transmission or occurrence and in any event within ten (10) days thereof, copies of any reports or communications delivered to any class of the Company's security holders or broadly to the financial community, including any filings by the Company with any securities exchange, the Securities and Exchange Commission or the National Association of Securities Dealers, Inc. (c) Hold meetings The provisions of its Directors at least quarterly Section 2.1 and will this Section 2.2 shall not hold be in limitation of any meetings of its Directors on less than ten (10) days' written notice rights which any Holder or Significant Holder may have with respect to the books and will permit the Purchaser to send a representative (without voting rights) to each meeting of the Board of Directors records of the Company and all committees its subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of such Board, except in emergencies, the jurisdictions in which case the Purchaser shall receive notice no less favorable than any other outside director. The Company shall give the Purchaser notice of each such meeting in the form and manner such notice is given to the Company's directors. The Company will not permit its directors or shareholders to conduct any material business by written consent without giving at least ten (10) days' written notice to the Purchaser, which notice shall contain an exact copy of the consent resolution proposed to be adoptedthey are incorporated. (d) The Company will, at the request of the Purchaser, form an "Advisory Board" on terms satisfactory Anything in Section 2 to the Purchaser (which Advisory Board contrary notwithstanding, no Holder or Significant Holder by reason of this Agreement shall not have the powers access to any trade secrets or classified information of the Company's Board . Each Significant Holder hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.2. The Company shall not be required to comply with this Section 2.2 in respect of Directors)any Holder whom the Company reasonably determines to be a competitor or an officer, employee, director or greater than five percent (5%) shareholder of a competitor. (e) Each Holder who represents to the Company that it is a "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 shall in addition have the right to consult with and elect and maintain thereon one or more nominees advise the officers of the Purchaser so long Company as to management of the Purchaser shall so desireCompany.