Common use of Basic Financial Information and Reporting Clause in Contracts

Basic Financial Information and Reporting. (a) The Company will maintain accurate and 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 GAAP (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under GAAP. (b) The Company will deliver to each Investor that, together with its Affiliates, holds at least 500,000 shares of Preferred Stock and UFRF (as adjusted for stock splits, stock dividends, reverse stock splits and the like): (i) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such fiscal year and consolidated statements of income and cash flows for such year, and a statement of stockholders’ equity for such year, which year-end financial reports shall be prepared in accordance with GAAP and shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company and (ii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited income statement for such quarter, statement of cash flows for such quarter , and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such quarter, prepared in accordance with GAAP (other than accompanying notes). In addition, the Company will deliver to each Investor that, together with its Affiliates, holds at least 1,000,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, reverse stock splits and the like) and UFRF: (x) as soon as practicable following submission to and approval by the Board, but in any event no later than thirty (30) days prior to the beginning of each fiscal year of the Company, an operating budget and business plan (the “Plan”) respecting the next fiscal year and a summary of such Plan together with any update of the Plan as such update is prepared and (y) at such time as the Company delivers annual and quarterly financial statements pursuant to clauses (i) and (ii) above, a comparison of such quarterly financial statements against the Plan. (c) Notwithstanding the information requirements set forth in this Section 3.1, the Company shall not be obligated to provide information that the Board deems in good faith to be a trade secret, proprietary or similar confidential information to any holder of Preferred Stock unless each such holder agrees to execute the Company’s standard form of non-disclosure agreement with respect to the receipt and use of such information, and provided, further, that the Company shall not be obligated to provide such proprietary or confidential information to a holder of Preferred Stock if the Board determines in good faith that the holder of Preferred Stock is a competitor of the Company.

Basic Financial Information and Reporting. (a) The Company will maintain accurate and 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 GAAP generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under GAAPgenerally accepted accounting principles consistently applied. (b) The Company will deliver to each Investor that, together with its Affiliates, holds at least 500,000 shares of Preferred Stock and UFRF (as adjusted for stock splits, stock dividends, reverse stock splits and the like) (such Investors, collectively, the “Major Investors”): (i) as soon as practicable, but in any event within one hundred twenty (120) 180 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such fiscal year and consolidated statements of income income, stockholders equity and cash flows for such year, and a statement of stockholders’ equity for such year, which year-end financial reports shall be prepared in accordance with GAAP generally accepted accounting principles and shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company and (ii) as soon as practicable, but in any event within forty-five (45) 30 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited income statement for such quarter, quarter statement of cash flows for such quarter , and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such quarter, prepared in accordance with GAAP generally accepted accounting principles (other than accompanying notes). In addition, the Company will deliver to each Investor that, together with its Affiliates, holds at least 1,000,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, reverse stock splits and the like) and UFRF: ): (x) as soon as practicable following submission to and approval by the Board, but in any event no later than thirty (30) 30 days prior to the beginning of each fiscal year of the Company, an operating budget and business plan (the “Plan”) respecting the next fiscal year and a summary of such Plan together with any update of the Plan as such update is prepared and prepared, (y) at such time as the Company delivers quarterly or annual and quarterly financial statements pursuant to clauses clause (i) and (ii) above, a comparison of such financial statements, against the Plan and (z) at such time as the Company delivers quarterly or annual financial statements against pursuant to clause (i) and (ii) above, a detailed capitalization table of the PlanCompany. (c) Notwithstanding the information requirements set forth in this Section 3.1, the Company company shall not be obligated to provide information that the Board deems in good faith to be a trade secret, proprietary or similar confidential information to any holder of Preferred Stock unless each such holder agrees to execute the Company’s standard form of a non-disclosure agreement reasonably acceptable to the Company with respect to the receipt and use of such information, and provided, further, further that the Company shall not be obligated to provide such proprietary or confidential information to a holder of Preferred Stock if the Board determines in good faith that the holder of Preferred Stock is a competitor of the Company.

Basic Financial Information and Reporting. (a) The Company will maintain accurate and true books and records of account in which full and correct entries will be made of all its their business transactions pursuant to a system of accounting established and administered in accordance with GAAP U.S. generally accepted accounting principles consistently applied (except as noted therein“GAAP”), and will set aside on its their books all such proper accruals and reserves as shall be required under GAAP. (b) The Company will deliver maintain a system of internal accounting controls similar to each Investor that, together with its Affiliates, holds at least 500,000 shares those maintained by corporations of Preferred Stock and UFRF established reputation in the same or similar business. (as adjusted for stock splits, stock dividends, reverse stock splits and the like): (ic) as As soon as practicablereasonably practicable after the end of each fiscal year, but and in any event within one hundred twenty ninety (12090) calendar days after the end of each such fiscal year, the Company will furnish to each Holder of at least 2,000,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) (a “Significant Holder”) a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited and certified by independent public accountants approved by the audit committee of the Board of Directors (which shall be comprised solely of non-employee directors). (d) As soon as reasonably 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 thirty (30) calendar days after the end of each such quarter, the Company will furnish to each Significant Holder a consolidated balance sheet of the Company as of the end of each such fiscal year quarterly period, and a consolidated statements statement of income and cash flows for such year, and a statement of stockholders’ equity cash flows of the Company for such yearperiod and for the current fiscal year to date, which year-end financial reports shall be prepared in accordance with GAAP and shall be audited and all certified by independent public accountants of nationally recognized standing selected by the Company Company’s Chief Financial Officer (or, if there is no such officer, the senior employee(s) responsible for the accounting and (ii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year financial statements of the Company, an unaudited income statement for such quarter, statement of cash flows for such quarter , and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such quarter), prepared in accordance with GAAP (other than accompanying noteswith the exception that no notes need be attached to such statements, and year-end audit adjustments may not have been made) and setting forth in each case in comparative form the figures from the corresponding quarter and year-to-date periods of the previous fiscal year and from the Budget and Operating Plan (defined below). In addition. (e) As soon as reasonably practicable after each calendar month, and in any event within thirty (30) calendar days after each such calendar month, the Company will deliver furnish to each Investor thatSignificant Holder a consolidated balance sheet of the Company as of the end of each such monthly period, together and a consolidated statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all certified by the Company’s Chief Financial Officer (or, if there is no such officer, the senior employee(s) responsible for the accounting and financial statements of the Company), prepared in accordance with its Affiliates, holds GAAP (with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made) and setting forth in each case in comparative form the figures from the previous month and from the Budget and Operating Plan. (f) The Company will furnish to each Significant Holder at least 1,000,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, reverse stock splits and the like) and UFRF: (x) as soon as practicable following submission to and approval by the Board, but in any event no later than thirty (30) calendar days prior to the beginning of each fiscal year a consolidated annual budget and operating plan for such fiscal year (and as soon as available, any subsequent written revisions thereto) which shall be approved by the Board (the “Budget and Operating Plan”), and a statement of income and a statement of cash flows of the Company for the current fiscal year to date, including a comparison to the Budget and Operating Plan figures for such current fiscal period, all certified by the Company’s Chief Financial Officer (or, if there is no such officer, the senior employee(s) responsible for the accounting and financial statements of the Company, an operating budget and business plan (the “Plan”) respecting the next fiscal year and a summary of such Plan together with any update of the Plan as such update is prepared and (y) at such time as the Company delivers annual and quarterly financial statements pursuant to clauses (i) and (ii) aboveprepared in accordance with GAAP, a comparison of with the exception that no notes need be attached to such quarterly financial statements against the Planand year-end audit adjustments may not have been made. (cg) Notwithstanding In addition to the information requirements set forth in this required to be reported pursuant to Section 3.13.14 below, the Company shall not provide notice of a Reportable Event (as hereinafter defined) as soon as possible and in any event no later than five (5) days following the occurrence of said event to each Significant Holder. The following events shall be obligated “Reportable Events”: (i) so long as such Significant Holder has a right to provide information designate a member or observer of the Board, the receipt by the Company of an offer to buy a controlling interest in the capital stock of the Company or a significant amount of its assets; (ii) receipt by the Company of notice of the resignation or, subject to applicable laws, serious illness of the Chief Executive Officer, the President, the Chief Financial Officer or the Chief Operating Officer of the Company; (iii) the receipt by the Company of a notice that the Board deems Company is in good faith default under any loan agreement to be which the Company is a trade secret, proprietary party; and (iv) the existence of any known material default by the Company under this Agreement or similar confidential any other Transaction Document (as defined in the Purchase Agreement). (h) The Company shall provide promptly any other information to any holder of Preferred Stock unless each such holder agrees to execute regarding the Company’s standard form of non-disclosure agreement with respect business to the receipt and use of any Significant Holder that reasonably requests such information, and provided, further, that the Company shall not be obligated to provide such proprietary or confidential information to a holder of Preferred Stock if the Board determines in good faith that the holder of Preferred Stock is a competitor of the Company.

Basic Financial Information and Reporting. (a) 3.1.1 The Company will maintain accurate and 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 GAAP (except as noted therein)generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under GAAPgenerally accepted accounting principles consistently applied. 3.1.2 So long as an Investor (b) The Company will deliver to each Investor that, together with its Affiliates, holds at least 500,000 affiliates) shall own not less than (i) two million (2,000,000) shares of Preferred Stock and UFRF Registrable Securities (as adjusted for stock splitssplits and combinations), stock dividends, reverse (ii) two hundred thousand (200,000) shares of Series C Preferred Stock (as adjusted for stock splits and combinations), (iii) two hundred thousand (200,000) shares of Series D Preferred Stock (as adjusted for stock splits and combinations), (iv) two hundred thousand (200,000) shares of Series E Preferred Stock, or (v) two hundred thousand (200,000) shares of Series F Preferred Stock (as adjusted for stock splits and combinations) (a "Major Investor" which term shall include each Founder regardless of the like): (inumber of shares such Founder holds) as soon as practicable, but in any event within one hundred twenty (120) days practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish each Major Investor 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 prepared in accordance with generally accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. 3.1.3 The Company will furnish each 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 forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such fiscal year quarterly period, and a consolidated statements statement of income and cash flows for such year, and a statement of stockholders’ equity for such year, which year-end financial reports shall be prepared in accordance with GAAP and shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company and (ii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited income statement for such quarter, consolidated statement of cash flows of the Company for such quarter , period and an unaudited balance sheet and a statement of stockholders’ equity as of for the end of such quartercurrent fiscal year to date, prepared in accordance with GAAP (other than accompanying notes). In additiongenerally 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. 3.1.4 The Company will deliver to furnish each such Major Investor that, together with its Affiliates, holds (i) at least 1,000,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, reverse stock splits and the like) and UFRF: (x) as soon as practicable following submission to and approval by the Board, but in any event no later than thirty (30) days prior to the beginning of each fiscal year of the Company, an operating annual budget and business plan (the “Plan”) respecting the next operating plans for such fiscal year (and a summary of such Plan together with as soon as available, any update of the Plan as such update is prepared and (y) at such time as the Company delivers annual and quarterly financial statements pursuant to clauses (i) subsequent revisions thereto); and (ii) aboveas soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a comparison consolidated balance sheet of such quarterly financial statements against the Plan. (c) Notwithstanding the information requirements set forth in this Section 3.1, the Company shall not be obligated to provide information that as of the Board deems in good faith to be a trade secret, proprietary or similar confidential information to any holder end of Preferred Stock unless each such holder agrees to execute the Company’s standard form of non-disclosure agreement with respect to the receipt and use of such informationmonth, and provided, further, that a consolidated statement of income and a consolidated statement of cash flows of the Company shall 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, with the exception that no notes need be attached to such statements and year-end audit adjustments may not be obligated to provide such proprietary or confidential information to a holder of Preferred Stock if the Board determines in good faith that the holder of Preferred Stock is a competitor of the Companyhave been made.

Basic Financial Information and Reporting. (a) The Company will maintain accurate and 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 GAAP generally accepted accounting principles consistently applied (except as noted thereintherein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under GAAPgenerally accepted accounting principles consistently applied. (b) The Company will deliver to each Investor that, together with its Affiliates, holds For so long as at least 500,000 18,300,000 shares of Preferred Series A Stock and UFRF remain outstanding (as adjusted for stock splits, any stock dividends, reverse stock splits combinations, splits, recapitalizations and the like): (i) ), as soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Major Investor (as defined below) 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 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 financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Company’s Board of Directors; provided that, the requirement to provide audited financial statements of the Company for the fiscal year ending December 31, 2014 may be waived by the Requisite Majority. (c) For so long as at least 18,300,000 shares of Series A Stock remain outstanding (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), the Company will furnish each 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 thirty (30) days thereafter, a consolidated balance sheet of the Company as of the end of each such fiscal year and consolidated statements of income and cash flows for such yearquarterly period, and a statement of stockholders’ equity for such year, which year-end financial reports shall be prepared in accordance with GAAP income and shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company and (ii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited income statement for such quarter, a statement of cash flows of the Company for such quarter , period and an unaudited balance sheet and a statement of stockholders’ equity as of for the end of such quartercurrent fiscal year to date, prepared in accordance with GAAP generally accepted accounting principles consistently applied (other 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. (d) So long as an Investor (with its affiliates) shall own not less than accompanying notes4,000,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) (a “Major Investor”). In addition, and for so long as at least 18,300,000 shares of Series A Stock remain outstanding (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), the Company will deliver to furnish each Investor that, together with its Affiliates, holds such Major Investor: (i) at least 1,000,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, reverse stock splits and the like) and UFRF: (x) as soon as practicable following submission to and approval by the Board, but in any event no later than 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 written revisions thereto); (ii) at least thirty (30) days following the each of end fiscal year a reporting setting forth a list of all equity and debt holders of the Company; and (iii) as soon as practicable after the end of each month, an operating budget and business plan in any event within thirty (30) days thereafter, a balance sheet of the “Plan”) respecting Company as of the next 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 and a summary of such Plan together with any update of the Plan as such update is prepared and (y) at such time as the Company delivers annual and quarterly financial statements pursuant to clauses (i) and (ii) abovedate, including a comparison of to plan figures for such quarterly financial 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 against the Planand year-end audit adjustments may not have been made. (c) Notwithstanding the information requirements set forth in this Section 3.1, the Company shall not be obligated to provide information that the Board deems in good faith to be a trade secret, proprietary or similar confidential information to any holder of Preferred Stock unless each such holder agrees to execute the Company’s standard form of non-disclosure agreement with respect to the receipt and use of such information, and provided, further, that the Company shall not be obligated to provide such proprietary or confidential information to a holder of Preferred Stock if the Board determines in good faith that the holder of Preferred Stock is a competitor of the Company.

Basic Financial Information and Reporting. (a) 3.1.1 The Company will maintain accurate and 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 GAAP (except as noted therein)generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under GAAPgenerally accepted accounting principles consistently applied. (b) The Company will deliver to each Investor that, together with its Affiliates, holds at least 500,000 shares of Preferred Stock and UFRF (as adjusted for stock splits, stock dividends, reverse stock splits and the like): (i) as 3.1.2 As soon as practicable, but in any event within one hundred twenty (120) days practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, the Company will furnish Investor with an audited 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 prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by an opinion thereon by independent public accountants of national standing selected by the Company's Board of Directors. 3.1.3 So long as the Series E Investor (with its affiliates) shall own not less than 500,000 Shares of Common or 10,000 Shares of Series E Stock (as adjusted for stock splits and combinations), the Company will furnish the Series E 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); and (ii) as soon as practicable after the end of each month, and in any event within twenty-one (21) days thereafter, a consolidated balance sheet of the Company as of the end of each such fiscal year month, and a consolidated statements statement of income and cash flows for such year, and a statement of stockholders’ equity for such year, which year-end financial reports shall be prepared in accordance with GAAP and shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company and (ii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited income statement for such quarter, consolidated statement of cash flows of the Company for such quarter month and for the current fiscal year to date, and an unaudited balance sheet and including a statement of stockholders’ equity as of the end of comparison to plan figures for such quarterperiod, prepared in accordance with GAAP 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. 3.1.4 So long as the Series F Investor (other than accompanying notes). In addition, the Company will deliver to each Investor that, together with its Affiliates, holds at least 1,000,000 shares affiliates) shall own not less than 20,000 Shares of Preferred Common or 10,000 Shares of Series F Stock (as adjusted for stock splits, stock dividends, reverse stock splits and combinations), the like) and UFRF: (x) Company will furnish the Series F Investor as soon as practicable following submission to after the end of each fiscal quarter, and approval by the Board, but in any event no later than thirty within twenty-one (3021) days prior to thereafter, a consolidated balance sheet of the beginning Company as of the end of each such quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such quarter and for the current fiscal year of the Companyto date, an operating budget and business plan (the “Plan”) respecting the next fiscal year and a summary of such Plan together with any update of the Plan as such update is prepared and (y) at such time as the Company delivers annual and quarterly financial statements pursuant to clauses (i) and (ii) above, including a comparison of to plan figures for such quarterly financial period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements against the Planand year-end audit adjustments may not have been made. (c) Notwithstanding the information requirements set forth in this Section 3.1, the Company shall not be obligated to provide information that the Board deems in good faith to be a trade secret, proprietary or similar confidential information to any holder of Preferred Stock unless each such holder agrees to execute the Company’s standard form of non-disclosure agreement with respect to the receipt and use of such information, and provided, further, that the Company shall not be obligated to provide such proprietary or confidential information to a holder of Preferred Stock if the Board determines in good faith that the holder of Preferred Stock is a competitor of the Company.