Common use of Basic Financial Information and Inspection Rights Clause in Contracts

Basic Financial Information and Inspection Rights. (a) Within 180 days following the end of each fiscal year of the Company, the Company will furnish each Holder who holds at least (i) 1,000,000 shares of Registrable Securities based on shares of Series A Preferred Stock and/or Series B Preferred Stock, or (ii) 3,503,363 shares of Registrable Securities based on shares of Series C Preferred Stock, in each case, or their equivalent in other equity securities that have been issued in exchange for Preferred Stock as applicable, in each case subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (a “Major Investor”), a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company for such year, all audited and prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail; (b) Within 90 days following the end of each quarterly accounting period in each fiscal year, the Company will furnish each Major Investor a balance sheet of the Company as of the end of each such quarterly period, and a statement of income of the Company for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), compared against the applicable quarterly portion of the annual operating plan, and with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. Such financial statements may be unaudited; (c) Within 30 days prior to the beginning of each fiscal year of the Company, the Company will furnish to each Major Investor a copy of the Company’s annual budget and operating plan for such fiscal year, as approved by the Board; (d) Each Major Investor shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; (e) Notwithstanding the foregoing, the Company shall not be obligated under this Section 2.14 (i) with respect to a Competitor of the Company; (ii) to provide access to any information (A) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel, (B) to any Person that a majority of the disinterested members of the Company’s Board of Directors determine, in good faith, has a direct conflict of interest with respect to the information so requested, or (C) the disclosure of which is restricted by contractual arrangements with third parties or applicable legal requirements; and (f) All rights and obligations provided in this Section 2.14 shall terminate upon the earlier of: (i) the completion of the IPO or (ii) a Liquidation Event (as defined in the Certificate of Incorporation).

Basic Financial Information and Inspection Rights. The Company will furnish the following reports to each Holder who owns at least 10,000 Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like): (a) Within 180 days following as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days after the end of each fiscal year of the Company will furnish each Holder who holds at least (i) 1,000,000 shares of Registrable Securities based on shares of Series A Preferred Stock and/or Series B Preferred Stock, or (ii) 3,503,363 shares of Registrable Securities based on shares of Series C Preferred Stock, in each case, or their equivalent in other equity securities that have been issued in exchange for Preferred Stock as applicable, in each case subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (a “Major InvestorAudit Period”), a consolidated balance sheet of the CompanyCompany and its subsidiaries, if any, as at the end of such fiscal year, and a statement consolidated statements of income and a statement of cash flows of the Company and its subsidiaries, if any, for such year, all audited and prepared in accordance with U.S. generally accepted accounting principles consistently applied and compared against the Company’s operating plan for such year, and which, if requested in writing, not more than ninety (except as noted therein or as disclosed to 90) days before and not more than thirty (30) days after the recipients thereof) and setting forth in each case in comparative form the figures for end of the previous fiscal year, all by those Investors holding at least 50% of the then outstanding Shares and/or Conversion Shares, shall be audited by a nationally recognized accounting firm (and, in reasonable detailwhich case, the Audit Period shall be extended to 180 days); (b) Within 90 days following As soon as practicable after the end of each the first, second and third quarterly accounting period periods in each fiscal yearyear of the Company, and in any event within forty-five (45) days after the Company will furnish end of the first, second, and third quarterly accounting periods in each Major Investor a fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and a statement unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied (except as noted therein or as disclosed applied, subject to the recipients thereof), compared against the applicable quarterly portion of the annual operating plan, and with the exception that no notes need be attached to such statements and changes resulting from normal year-end audit adjustments may not have been made. Such financial statements may be unaudited;adjustments; and (c) Within 30 not more than ninety (90) days and not less than thirty (30) days prior to the beginning of each fiscal year end of the Company, the Company will furnish to each Major Investor a copy of the Company’s annual budget and operating plan for such previous fiscal year, as approved by the Board; (d) Each Major Investor shall have the right to visit and inspect any an annual operating plan of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; (e) Notwithstanding the foregoing, the Company shall not be obligated under this Section 2.14 (i) with respect to a Competitor of the Company; (ii) to provide access to any information (A) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counselsubsidiaries, (B) to any Person that a majority of the disinterested members of the Company’s Board of Directors determine, in good faith, has a direct conflict of interest with respect to the information so requested, or (C) the disclosure of which is restricted by contractual arrangements with third parties or applicable legal requirements; and (f) All rights and obligations provided in this Section 2.14 shall terminate upon the earlier of: (i) the completion of the IPO or (ii) a Liquidation Event (as defined in the Certificate of Incorporation)if any.

Basic Financial Information and Inspection Rights. (a) Within 180 days Basic Financial Information. The Company will furnish the following reports to each Significant Holder: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred eighty (180) days after the Company will furnish end of each Holder who holds at least (i) 1,000,000 shares fiscal year of Registrable Securities based on shares of Series A Preferred Stock and/or Series B Preferred Stock, or (ii) 3,503,363 shares of Registrable Securities based on shares of Series C Preferred Stock, in each case, or their equivalent in other equity securities that have been issued in exchange for Preferred Stock as applicable, in each case subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (a “Major Investor”)Company, a consolidated balance sheet of the CompanyCompany and its subsidiaries, if any, as at the end of such fiscal year, and a statement consolidated statements of income and a statement of cash flows of the Company and its subsidiaries, if any, for such year, all audited and prepared in accordance with U.S. generally accepted accounting principles consistently applied (except as noted therein or as disclosed and audited by an accounting firm acceptable to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail;Company’s board of directors. (bii) Within 90 days following As soon as practicable after the end of each the first, second and third quarterly accounting period periods in each fiscal yearyear of the Company, and in any event within forty-five (45) days after the Company will furnish end of the first, second, and third quarterly accounting periods in each Major Investor a fiscal year of the Company, (A) an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and a statement (B) unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied (except as noted therein or as disclosed applied, subject to the recipients thereof), compared against the applicable quarterly portion of the annual operating plan, and with the exception that no notes need be attached to such statements and changes resulting from normal year-end audit adjustments may not have been made. Such financial statements may be unaudited;adjustments, and (C) a current capitalization table. (ciii) Within 30 At least thirty (30) days prior to the beginning of each fiscal year of the Companyyear, the Company will furnish to each Major Investor a copy of the Company’s an annual budget and operating plan for such fiscal year, in each case as approved by the Board;Company’s board of directors. (div) Each Major Investor shall have Such other information relating to the right to visit and inspect any of the properties financial condition, business, prospects or corporate affairs of the Company as any Significant Holder may from time to time reasonably request, including capitalization tables following any material change in the capitalization or any of its subsidiaries, and to discuss the affairs, finances and accounts holdings of the Company or any of its subsidiaries with its officersCompany; provided, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; (e) Notwithstanding the foregoinghowever, that the Company shall not be obligated under this subsection (iv) or any other subsection of Section 2.14 (i) with respect to a Competitor of the Company; (ii) to 3.1to provide access to any information that (A) it deems in good faith to be a trade secret or similar confidential information or (B) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel, (B) to any Person that a majority of the disinterested members of the Company’s Board of Directors determine, in good faith, has a direct conflict of interest with respect to the information so requested, or (C) the disclosure of which is restricted by contractual arrangements with third parties or applicable legal requirements; and (f) All rights and obligations provided in this Section 2.14 shall terminate upon the earlier of: (i) the completion of the IPO or (ii) a Liquidation Event (as defined in the Certificate of Incorporation).

Basic Financial Information and Inspection Rights. So long as an Investor is a Holder of not less than 100,000 shares of Registrable Securities (as adjusted for any stock splits, consolidations and the like) (each a "Major Investor"), the Company will furnish to such Major Investor the following reports: (a) Within 180 days following as soon as practicable after the end of each fiscal year year, and in any event within ninety (90) days thereafter, consolidated balance sheets of the CompanyCompany and its subsidiaries, the Company will furnish each Holder who holds at least (i) 1,000,000 shares of Registrable Securities based on shares of Series A Preferred Stock and/or Series B Preferred Stock, or (ii) 3,503,363 shares of Registrable Securities based on shares of Series C Preferred Stock, in each case, or their equivalent in other equity securities that have been issued in exchange for Preferred Stock as applicable, in each case subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (a “Major Investor”), a balance sheet of the Companyif any, as at of the end of such fiscal year, and a statement consolidated statements of income and a statement of cash flows of the Company and its subsidiaries, if any, for such year, all audited and prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detaildetail and audited and certified by independent public accountants of national standing selected by the Company; (b) Within 90 as soon as practicable, but in any event within forty-five (45) days following after the end of each quarterly accounting period in each fiscal yearquarter, the Company will furnish each Major Investor a consolidated balance sheet sheets of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and a statement consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such quarterly period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to and setting forth in each case in comparative form the recipients thereof), compared against figures for the applicable corresponding quarterly portion periods of the annual operating planprevious fiscal year, and with the exception that no notes need be attached subject to such statements and changes resulting from normal year-end audit adjustments may not have been made. Such adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except such financial statements may be unauditedneed not contain the notes required by generally accepted accounting principles; (c) Within 30 as soon as practicable, but in any event within thirty (30) days prior to the beginning start of each fiscal year of the Companyyear, the Company will furnish to each Major Investor a copy of with the Company’s 's annual budget and operating plan quarterly budgets (including projected balance sheets and profit and loss and cash flow statements) on a month to month basis for such fiscal year, as approved by the Board; (d) Each Major Investor shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; (e) Notwithstanding the foregoing, the Company shall not be obligated under this Section 2.14 (i) with respect to a Competitor of the Company; (ii) to provide access to any information (A) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel, (B) to any Person that a majority of the disinterested members of the Company’s Board of Directors determine, in good faith, has a direct conflict of interest with respect to the information so requested, or (C) the disclosure of which is restricted by contractual arrangements with third parties or applicable legal requirements; and (f) All rights and obligations provided in this Section 2.14 shall terminate upon the earlier of: (i) the completion of the IPO or (ii) a Liquidation Event (as defined in the Certificate of Incorporation).

Basic Financial Information and Inspection Rights. (a) Within 180 Basic Financial Information. The Company will furnish the following reports: (i) to each Major Investor, within ninety (90) days following after the end of each fiscal year of the Company, the Company will furnish each Holder who holds at least (i) 1,000,000 shares of Registrable Securities based on shares of Series A Preferred Stock and/or Series B Preferred Stock, or (ii) 3,503,363 shares of Registrable Securities based on shares of Series C Preferred Stock, in each case, or their equivalent in other equity securities that have been issued in exchange for Preferred Stock as applicable, in each case subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (a “Major Investor”), a consolidated balance sheet of the CompanyCompany and its subsidiaries, if any, as at the end of such fiscal year, and a statement consolidated statements of income and a statement of cash flows of the Company and its subsidiaries, if any, for such year, all audited and prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to applied, accompanied by a report and opinion thereon by independent public accountants of recognized national standing selected by the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detailCompany’s Board of Directors; (bii) Within 90 to each Major Holder, within forty-five (45) days following after the end of each the first, second, and third quarterly accounting period periods in each fiscal yearyear of the Company, the Company will furnish each Major Investor a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and a statement consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such periodperiod and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to and certified by the recipients thereof), compared against the applicable quarterly portion of the annual operating plan, and with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. Such financial statements may be unauditedCompany’s Chief Financial Officer; (ciii) Within 30 to each Major Holder, at least thirty (30) days prior to the beginning of each fiscal year of the Company, the Company will furnish to each Major Investor a copy of the Company’s annual budget and Board-approved operating plan for such fiscal year, as approved by forecasting the BoardCompany’s revenues, expenses and cash position on a month-to-month basis for the upcoming fiscal year; (d) Each Major Investor shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; (e) Notwithstanding the foregoing, the Company shall not be obligated under this Section 2.14 (i) with respect to a Competitor of the Company; (iiiv) to provide access to any information each Major Holder, within thirty (A30) days after the disclosure end of each month, a monthly unaudited balance sheet and statements of income and cash flows, which would adversely affect also set forth applicable operating plan figures and variances from the attorney-client privilege between the Company and its counsel, (B) to any Person that a majority of the disinterested members of the Company’s Board of Directors determine, in good faith, has a direct conflict of interest with respect to the information so requested, or (C) the disclosure of which is restricted by contractual arrangements with third parties or applicable legal requirementsplan; and (fv) All rights to each Major Holder, promptly following the end of each quarterly accounting period, a current capitalization table which includes granted and obligations provided in this Section 2.14 shall terminate upon outstanding options during such quarter and which is certified by the earlier of: (i) the completion of the IPO or (ii) a Liquidation Event (as defined in the Certificate of Incorporation)Company’s Chief Financial Officer.