Common use of Basic Financial Information and Reporting Clause in Contracts

Basic Financial Information and Reporting. (a) As soon as practicable after the end of each fiscal year of the Company, and in any event within sixty (60) days thereafter, the Company will furnish to each Major Investor and the Founder 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 unaudited, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein with the exception that no notes need be attached to such statements) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Notwithstanding the foregoing, the Company shall produce audited financials, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor and the Founder such audited balance sheet of the Company, as at the end of such fiscal year, and audited statement of income and a statement of cash flows of the Company, for such year, all 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. Such audited financial statements furnished to the Major Investors shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Board.

Basic Financial Information and Reporting. The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (a) As except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. Unless waived by the Board (including the affirmative vote of the Series A Director), the Company will furnish each Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within sixty (60) 120 days thereafter, the Company will furnish to each Major Investor and the Founder 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 unaudited, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein with the exception that no notes need be attached to such statements) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Notwithstanding the foregoing, the Company shall produce audited financials, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor and the Founder such audited balance sheet of the Company, as at the end of such fiscal year, and audited statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such audited financial statements furnished to the Major Investors shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Board. Unless waived by the Board (including the affirmative vote of the Series A Director), so long as an Investor (together with its affiliates) shall own not less than [●] shares of Registrable Securities (subject to adjustment for any stock split, reverse stock split or other similar event affecting the Registrable Securities after the date hereof) (a “Major Investor”), the Company will furnish each such Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. Unless waived by the Board (including the affirmative vote of the Series A Director), the Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year approved by the Board (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within 20 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

Basic Financial Information and Reporting. (a) A. As soon as practicable after the end of each fiscal year of the Company, and in any event within sixty ninety (6090) days thereafter, the Company will shall furnish to each Major Investor and the Founder Amazon with a balance sheet and equity capitalization table of the Company, as at of the end of such fiscal year, and a statement of income income, a statement of stockholders’ equity, and a statement of cash flows of the CompanyCompany and accompanying notes to the financial statements, for such year, all unaudited, audited and prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as noted therein with the exception that no notes need be attached to such statements) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Notwithstanding the foregoing, the Company shall produce audited financials, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor and the Founder such audited balance sheet of the Company, as at the end of such fiscal year, and audited statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereoftherein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such audited financial statements furnished to the Major Investors shall be accompanied by a an audit report and opinion thereon by independent public accountants of national standing selected by the Board. B. The Company shall furnish Amazon as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet and equity capitalization table of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with GAAP consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. In order to facilitate Amazon’s compliance with its public reporting requirements, the Company shall deliver the financial statements described in this Schedule 5.1(a) to Amazon, together with a certification that, to the Company’s knowledge, (i) such interim financial statements are fairly stated, in all material respects, in accordance with GAAP for the periods presented, applied on the same basis as the Company’s audited financial statements as of and for the most recent fiscal year end, and reflect all adjustments necessary for a fair presentation of the interim financial statements, subject to the exceptions noted on an exhibit to such certification and (ii) that the Company has made available to Amazon the information required by Section 5.1 of this Agreement. In addition, to facilitate Amazon’s compliance with its public reporting requirements, the Company shall engage a nationally recognized accounting firm to perform quarterly review procedures that result in the issuance of an independent accountant’s review report on the Company’s quarterly and year-to-date balance sheet and statement of operations for the periods ending March 31, June 30 and September 30, which reports shall be delivered within 45 days after the end of the quarter for with the report pertains. In order to facilitate Amazon’s compliance with its public reporting requirements, the Company’s chief financial officer and chief accounting officer shall participate in one or more teleconferences with Representatives of Amazon each quarter to review the financial statements previously delivered and discuss significant transactions reflected for the period of the financial statements. C. All financial information and budgets required under clauses (A) and (B) above shall consist of consolidated financial statements (consolidating the Company and its subsidiaries) unless GAAP provides otherwise. D. As soon as reasonably practicable, and in any event within 15 days after the issuance of the report, the Company shall furnish to Amazon any 409A valuation reports that it prepares or causes to be prepared. 2.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within sixty one hundred twenty (60120) days thereafter, the Company will furnish to each Major Investor and the Founder 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 unaudited, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein with the exception that no notes need be attached to such statements) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Notwithstanding the foregoing, the Company shall produce audited financials, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor and the Founder such audited balance sheet of the Company, as at the end of such fiscal year, and audited statement of income and a statement of cash flows of the Company, for such year, all 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. Such audited financial statements furnished to the Major Investors shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Board.Company's Board of Directors. (c) The Company will furnish each Investor, as soon as practicable after the end of each quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) So long as an Investor (with its affiliates) shall own not less than one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a "Major Investor"), to the extent requested by such Major Investor the Company will furnish each such Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of 15 <PAGE> each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) promptly after the occurrence thereof, notice of any material adverse change in the business, assets, properties, management, prospects, operations or financial condition of the Company. (e) The Company will furnish to each Investor such written information as the Investor may reasonably request concerning the Company, if such information is otherwise available to the Company in the form requested by such Investor or in a form that can be obtained without unreasonable time or expense. Neither the foregoing provisions of this Section 3.1 nor any other provision of this Agreement shall be in limitation of any rights which an Investor may have with respect to the books and records of the Company, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which it is incorporated. 3.2

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. As soon as practicable after the end of each fiscal year of the Company, and in any event within sixty (60) 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC), the Company will furnish to each Major Investor and the Founder Holder a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all unaudited, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein with the exception that no notes need be attached to such statements) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Notwithstanding the foregoing, the Company shall produce audited financials, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish to each Major Investor and the Founder such audited balance sheet of the Company, as at the end of such fiscal year, and audited statement of income and a statement of cash flows of the Company, for such year, all 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. Such audited financial statements furnished to the Major Investors shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. As soon as practicable after the end of each fiscal quarter of the Company, and in any event within thirty days thereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-Q with the SEC), the Company will furnish each Holder a consolidated balance sheet of the Company, as at the end of such fiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such quarter, prepared and presented in a manner consistent with the financial statements described in Section 3.l(b). Such statement shall be accompanied by a certificate signed by the Chairman of the Board and Chief Financial Officer of the Company stating that the preparation and presentation of such statements is consistent with the financial statements described in Section 3.l(b). So long as a Holder (with its Affiliates) shall own not less than one hundred thousand (100,000) shares of Registrable Securities, the Company will furnish such Holder a consolidated balance sheet of the Company, as at the end of each calendar month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month, prepared and presented in a manner consistent with the financial statements described in Section 3.l(b). Such statements shall be furnished as soon as practicable after the end of each month and in any event within ten days thereafter and shall be accompanied by a certificate signed by the Chairman of the Board and Chief Financial Officer of the Company stating that the preparation and presentation of such statements is consistent with the financial statements described in Section 3.l(b). Prior to January 1st of each year, the Company shall furnish such Holders an annual budget for the Company for the following twelve month period, broken down by month. The Company's obligations under this Section 3.l(d) shall terminate upon the Initial Offering.