Common use of Basic Financial Information Clause in Contracts

Basic Financial Information. The Company shall furnish the following reports to each Lender, so long as it is a holder of a Note: (a) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, (i) audited balance sheets of the Company as at the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three fiscal quarters of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably request.

Basic Financial Information. The Company shall furnish the following reports to each LenderPurchaser (or any transferee of any Securities), so long as it the Purchaser is a holder of a Noteany Securities: (a) within 30 days after the end of each of the 12 monthly accounting periods in each fiscal year (or when furnished to the Company's Board of Directors, if earlier), unaudited consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for each monthly period and for the period from the beginning of such fiscal year to the end of such monthly period, together with consolidated balance sheets of the Company and its Subsidiaries as soon at the end of each monthly period, setting forth in each case comparisons to budget and to corresponding periods in the preceding fiscal year, which statements will be prepared in accordance with US GAAP consistently applied, and will fairly present the consolidated financial position of the Company and its Subsidiaries as practicable, but in any event of the dates thereof and their consolidated results of operations for such periods; (b) within 90 days after the end of each fiscal year of (or within five days after being filed with the CompanyCommission, (i) audited balance sheets of the Company as at the end of such yearif sooner), together with audited consolidated statements of income and retained earnings and statements of cash flows of the Company and its Subsidiaries for the period from the beginning of each fiscal year to the end of such fiscal year, together with notes related theretoand consolidated balance sheets as at the end of such fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, which statements will be prepared in accordance with US GAAP, consistently applied, and setting out in each case in comparative form will fairly present the figures consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputationsuch periods, and will be accompanied by: (i) a report of the Company's independent certified public accounting firm; (ii) a report from such accounting firm addressed to the Purchasers, stating that in making the audit necessary to express their opinion on the financial statements, nothing has come to their attention which would lead them to believe that an Event of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events Default has occurred with respect to this Agreement or the Company and its SubsidiariesDebentures or, if anysuch accountants have reason to believe that any such Event of Default has occurred, during a letter specifying the preceding year and any planned or anticipated significant activities or events during nature thereof; and (iii) the upcoming monthsmanagement letter of such accounting firm; (bc) as soon as practicable, but in any event within 45 days after the end of each quarterly accounting period in each fiscal year (or within five days after being filed with the Commission, if sooner) consolidated statements of the first three fiscal quarters income and retained earnings and cash flows of the Company in and its Subsidiaries for such quarterly accounting period and for the period from the beginning of each year, (i) an unaudited fiscal year to the end of such quarterly accounting period and consolidated balance sheet sheets as at the end of such quarterquarterly accounting period, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, setting forth in each case in comparative form corresponding figures for the preceding quarterly accounting period, which statements will be prepared in accordance with US GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments)applied, and (ii) a report of will fairly represent the principal consolidated financial officer position of the Company containing a management discussion and analysis its Subsidiaries as of the Company’s dates thereof and their consolidated financial condition at the end of such quarter and the results of operations for such quarter periods; (d) within 45 days after the end of each quarterly accounting period in each fiscal year, a certificate of the Chief Financial Officer of the Company stating that the Company is in compliance with the terms of this Agreement and any other material contract or commitment to which the Company or any of its Subsidiaries is a party or by which any of them is bound, or if the Company or any of its Subsidiaries is not in compliance, specifying the nature and period of noncompliance, and what actions the Company or such Subsidiary has taken and proposes to take with respect thereto. Notwithstanding the foregoing, the certificate delivered at the end of each fiscal year of the Company shall be signed by both the Chief Executive Officer and the year to date, includingChief Financial Officer of the Company and shall be delivered within 90 days after the end of the fiscal year; (e) promptly upon receipt thereof, but not limited toin no event later than three business days, a description any additional reports or other detailed information concerning significant aspects of significant events with respect to the operations and condition, financial or otherwise, of the Company and its Subsidiaries, if anygiven to the Company by its independent accountants; (f) at least 30 days prior to the end of each fiscal year, during a detailed annual operating budget and business plan for the Company and its Subsidiaries for the succeeding twelve-month period. Such budgets shall be prepared on a monthly basis, displaying consolidated statements of anticipated income and retained earnings, consolidated statements of anticipated cash flow and projected consolidated balance sheets, setting forth in each case the assumptions (which assumptions and projections shall represent and be based upon the good faith judgment in respect thereof of the Chief Executive Officer of the Company) behind the projections contained in such periods financial statements, and which budgets shall have been approved by the Board of Directors of the Company prior to the beginning of each twelve-month period for which such budget shall have been prepared and, promptly upon preparation thereof, any other budgets that the Company may prepare and any planned revisions of such annual or anticipated significant activities other budgets; (g) within ten days after transmission or events during receipt thereof, copies of all financial statements, proxy statements and reports which the upcoming monthsCompany sends to its stockholders or directors, and copies of all registration statements and all regular, special or periodic reports which it or any of its officers or directors files with the Commission, the American Stock Exchange (the "AMEX"), the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or with any other securities exchange or over-the-counter market on which any of the securities of the Company are then listed or approved for trading, copies of all press releases and other statements made generally available by the Company to the public concerning material developments in the business of the Company and its Subsidiaries and copies of material communications sent to or received from stockholders, directors or committees of the Board of Directors of the Company or any of its Subsidiaries and copies of all material communications sent to and received from any lender to the Company; and (ch) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 9.2 may reasonably request. Notwithstanding the foregoing, all confidential information furnished at any time by or on behalf of the Company or its Subsidiaries to any Purchaser (or any transferee of any Securities) shall be subject to the provisions of Section 19.13.

Basic Financial Information. The Company shall furnish Unless waived by the following reports to each LenderBoard, including the approval of a majority of the Preferred Directors, so long as it is a holder at least twenty percent (20%) of a Notethe Shares (including shares of Common Stock issued upon conversion thereof) (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) are issued and outstanding the Company will furnish: (ai) To each Holder, as soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Company a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, and audited and certified by independent public accountants of recognized national standing selected by the Company. (ii) To each Holder, 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 after the end of the first, second, and third quarterly accounting periods in each 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 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, subject to changes resulting from normal year-end audit adjustments. (iii) To each Holder, as soon as practicable after the end of each month in the fiscal year of the Company, and in any event within thirty (30) days after the end of each month in the fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments. (iv) To each Holder, at least thirty (30) days prior to the beginning of each of the Company’s fiscal years an annual operating plan for such fiscal year (and as soon as available, any subsequent material revisions thereto). (v) To each Holder, as soon as practicable after the end of each fiscal year of the Company, and in any event within twenty (20) days after the end of each fiscal year of the Company, (i) audited balance sheets a report setting forth in detail all equity and debt holders of the Company as at of the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three fiscal quarters of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably request.

Basic Financial Information. The Company shall furnish deliver to each Major Holder the following reports to each Lender, so long as it is a holder of a Notefinancial information: (a) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, (i) audited an income statement for such fiscal year, a balance sheets sheet of the Company and statement of stockholder’s equity as at of the end of such year, together with audited statements of income and retained earnings and statements a statement of cash flows of the Company for such year, together with notes related theretosuch year-end financial reports to be in reasonable detail, each prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and setting out forth in each case comparisons to the corresponding period in comparative form the figures for the previous preceding fiscal year, all in reasonable detail and audited and certified by certified an independent public accountants accounting firm of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of nationally recognized standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 30 days after the end of each of the first three fiscal quarters of each fiscal year of the Company in each yearCompany, (i) an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet at as of the end of such quarter, fiscal quarter prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and unaudited statements of income, of profit and loss and of changes in which shall fairly present the financial condition of the Company (including cash flow statements) for such period and its results of operation for the current fiscal year to dateperiod specified, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments)adjustment, setting forth in each case comparisons to the Company’s annual budget and to the corresponding period in the preceding fiscal year; (iic) a report as soon as practicable, but in any event within 30 days prior to the commencement of the principal financial officer of the Company containing a management discussion and analysis each new fiscal year of the Company, an annual comprehensive operating budget forecasting the Company’s consolidated financial condition at revenues, expenses, and cash positions on a month-to-month basis for the upcoming fiscal year; (d) promptly following the end of such quarter and each quarter, an up-to-date capitalization table, certified by the results Chief Financial Officer of operations for such quarter and the year to dateCompany; and (e) (i) within thirty (30) days after filings, includingcopies of all material reports, statements and/or documents filed by the Company with government authorities, including but not limited to, those filed with the Internal Revenue Service and the Commission; (ii) within thirty (30) days after receipt or filings, copies of pleadings of any material lawsuits filed by or against the Company; and (iii) within ten (10) days after receipt, a description copy of significant events with respect to any notifications received by the Company and its Subsidiaries, if any, during such periods and regarding any planned defaults on any indebtedness for borrowed money or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning leases to which the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestis a party.

Basic Financial Information. The Following the date hereof, the Company shall will furnish the following reports to each LenderHolder who owns at least 20% of the Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, so long as it is a holder of a Note:stock dividends, reverse stock splits, and the like): (ai) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (i120) audited balance sheets days after the end of each fiscal year of the Company (which deadline may be extended by the Board of Directors to up to one hundred and fifty (150) days after the end of each fiscal year), consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail which shall be audited and certified by certified independent public accountants of established national reputation, and accountants. (ii) a report As soon as practicable after the end of the principal financial officer first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within ninety (90) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, respectively, an unaudited consolidated balance sheet of the Company containing a management discussion and analysis its subsidiaries, if any, as of the Company’s consolidated financial condition at the end of each such year quarterly period, and unaudited consolidated statements of income and cash flows of the results of operations Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments and which statements may not contain all footnotes required by U.S. generally accepted accounting principles; except that, including, but not limited to, a description of significant events with respect to the Company quarterly accounting period ended March 31, 2014, such balance sheet and its Subsidiariesstatements do not need to be delivered within ninety (90) days after the end of that period, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;but shall be delivered as soon as practicable. (biii) as As soon as practicable, but in any event within 45 ninety (90) days after following the end beginning of each of the first three fiscal quarters of the Company in each year, a budget and business plan for such fiscal year (collectively, the “Budget”), approved by the Board, including balance sheets, income statements, and statements of cash flow. The Company will also furnish the reports referred to in clauses (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report above to each Holder who owns at least 300,000 shares of Series B Preferred Stock and/or Conversion Stock underlying the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter Series B Preferred Stock (subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the results like) or is a registered investment company under the Investment Company Act of operations for such quarter and the year to date1940, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestamended.

Basic Financial Information. The If the Company should no longer be subject to the reporting requirements of the Exchange Act, the Company shall furnish the following reports to each Lender, so long as it is a holder of a NoteHolder: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within the period thereafter when a filing on Form 10-K would be required, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;. (b) as As soon as practicable, but in any event within 45 days practicable after the end of each of the first three first, second and third quarterly accounting periods in each fiscal quarters year of the Company, and in any event within the period thereafter when a filing on Form 10-Q would be required, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified as to the foregoing by the principal financial or accounting officer of the Company containing a management discussion and analysis of Company, except that such financial statements need not contain the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestnotes required by generally accepted accounting principles.

Basic Financial Information. The Company Obligors shall furnish the following reports to each the Lender, so long as it is a holder of a any Note: (a) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the CompanyObligors, (i) audited balance sheets of the Company Obligors as at the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company Obligors for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three fiscal quarters of the Company Obligors in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company Obligors (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company Obligors as any Person entitled to receive materials under this Section 5.2 may reasonably request.

Basic Financial Information. The Company shall furnish deliver, upon request, to each Major Investor the following reports to each Lender, so long as it is a holder of a Notefinancial information: (a) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, (i) audited an income statement for such fiscal year, a balance sheets sheet of the Company and statement of stockholder’s equity as at of the end of such year, together with audited statements of income and retained earnings and statements a statement of cash flows of the Company for such year, together with notes related theretosuch year-end financial reports to be in reasonable detail, each prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and setting out forth in each case comparisons to the corresponding period in comparative form the figures for the previous preceding fiscal year, all in reasonable detail and audited and certified by certified an independent public accountants accounting firm of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of nationally recognized standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 30 days after the end of each of the first three fiscal quarters of each fiscal year of the Company in each yearCompany, (i) an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet at as of the end of such quarter, fiscal quarter prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and unaudited statements of income, of profit and loss and of changes in which shall fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, setting forth in each case comparisons to the Company’s annual budget and to the corresponding period in the preceding fiscal year; (including cash flow statementsc) as soon as practicable, but in any event within 20 days after the end of each month (other than a month that ends on or about the last day of a quarterly accounting period of the Company), for such period month and for a period from the current beginning of the fiscal year to datethe end of such month, in each case an unaudited profit or loss statement, a statement of cash flows and an unaudited balance sheet prepared in accordance with GAAP, GAAP consistently applied with prior practice for earlier periods (other than with the exception of footnotes that may be required by GAAP) and which shall fairly present the financial condition of the Company and its results of operation for accompanying notes the period specified, setting forth in each case comparisons to the Company’s annual budget and to the corresponding period in the preceding fiscal year, subject to changes resulting from year-end audit adjustments)adjustment; (d) as soon as practicable, and (ii) a report but in any event within 30 days prior to the commencement of the principal financial officer of the Company containing a management discussion and analysis each new fiscal year of the Company, an annual comprehensive operating budget forecasting the Company’s consolidated financial condition at the end of such quarter revenues, expenses, and the results of operations cash positions on a month-to-month basis for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming monthsfiscal year; and (ce) with reasonable promptness such other information and financial data concerning promptly following the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestend of each quarter, an up-to-date capitalization table, certified by the Chief Financial Officer of the Company.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a Notereports: (ai) as soon as practicableto each Major Investor, but in any event within 90 ninety (90) days after the end of each fiscal year of the Company, (i) audited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, accompanied by a report and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified opinion thereon by certified independent public accountants of established recognized national reputation, and standing selected by the Company’s Board of Directors; (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such yearto each Major Holder, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; within forty-five (b45) as soon as practicable, but in any event within 45 days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the first three fiscal quarters Company, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of certified by the Company’s consolidated financial condition Chief Financial Officer; (iii) to each Major Holder, at least thirty (30) days prior to the beginning of each fiscal year a Board-approved operating plan for such fiscal year, forecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the upcoming fiscal year; (iv) to each Major Holder, within thirty (30) days after the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited toeach month, a description monthly unaudited balance sheet and statements of significant events with respect to income and cash flows, which also set forth applicable operating plan figures and variances from the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming monthsplan; and (cv) with reasonable promptness to each Major Holder, promptly following the end of each quarterly accounting period, a current capitalization table which includes granted and outstanding options during such other information quarter and financial data concerning which is certified by the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestCompany’s Chief Financial Officer.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a NoteMajor Holder: (ai) as soon as practicable, but in any event within 90 120 days after the end of each Company fiscal year (unless a majority of the CompanyBoard of Directors selects a later date), (i) audited financial reports, including a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such Company fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such Company fiscal year·, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, standing selected by the Company and acceptable to the Major Holders; (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three fiscal quarters calendar quarter, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarter and as of the year-to-date ending with such quarter, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPcompared against the Company’s then effective operating plan; (iii) within 45 days after the end of each fiscal quarter, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments)an updated Company capitalization table listing all stockholders, option holders, warrant holders, and debt holders as of each such quarter end; (iiiv) within 30 days after the end of each fiscal calendar month, a report of the principal financial officer consolidated balance sheet of the Company containing and its subsidiaries, if any, as of the end of each such month and as of the year-to-date ending with such month, and a management discussion consolidated statement of income of the Company and analysis its subsidiaries, if any, for such period, in each case compared against the Company’s then effective operating plan; and (v) at least 30 days before the beginning of each Company fiscal year, a copy of the Company’s consolidated financial condition at comprehensive annual budget and operating plan for the end upcoming Company fiscal year, approved by the Board of such quarter Directors and the results prepared on a monthly basis, including balance sheets, income statements, and statements of operations cash flow for such quarter and months and, promptly after prepared, any other budgets or revised budgets prepared by the year to date, including, but not limited to, a description of significant events with respect Company. (vi) Notwithstanding anything to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under contrary in this Section 5.2 may reasonably request2.1(a), each Holder (in addition to each Major Holder) will receive the reports specified in Section 2.1(a)(i).

Basic Financial Information. The Company shall furnish will furnish, upon written request from Holder, the following reports to each Lender, Holder (so long as it is a holder such Holder originally purchased at least $1,000,000 worth of a NoteSeries A-2 Preferred Stock and continues to hold at least fifty percent (50%) of such originally purchased shares of Series A-2 Preferred Stock: (ai) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with generally accepted accounting principles (“GAAP”) (but excluding footnotes), subject to changes resulting from normal year-end audit adjustments and on an unaudited basis; (ii) as soon as practicable, but in any event within 90 one hundred and twenty (120) days after the end of each fiscal year of the Company, (i) audited an income statement for such fiscal year, a balance sheets sheet of the Company as at of the end of such year, together with audited statements and a schedule as to the sources and applications of income and retained earnings and statements of funds, including cash flows of the Company flows, for such year, together with notes related theretosuch year-end financial reports to be in reasonable detail, each prepared in accordance with GAAP, consistently applied, GAAP and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited and certified by certified independent public accountants of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming monthsnationally recognized standing; (biii) as soon as practicablepracticable after the end of each month, but and in any event within 45 thirty (30) days after the end of each of the first three fiscal quarters month, an unaudited consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of such quartermonthly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPGAAP (but excluding footnotes), consistently applied (other than for accompanying notes and subject to changes resulting from normal year-end audit adjustments), adjustments and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming monthson an unaudited basis; and (civ) with reasonable promptness at least forty-five (45) days prior to the beginning of each fiscal year an operating plan for such other information and financial data concerning fiscal year. (v) Notwithstanding the foregoing, the Company will furnish, upon written request, to each Holder of Series A-2 Preferred Stock, on a quarterly basis, general information regarding the Company’s operations and progress with respect to its business plan, except in the event that providing such information is prohibited by applicable securities laws and regulations, so long as any Person entitled such Holder originally purchased pursuant to receive materials under this Section 5.2 may reasonably requestthe Purchase Agreement at least $1,000,000 worth of Series A-2 Preferred Stock and continues to hold at least fifty percent (50%) of such originally purchased shares of Series A-2H Preferred Stock.

Basic Financial Information. The Company shall will furnish the --------------------------- following reports to each Lender, Investor (or its representative) so long as it is a holder such Investor owns Preferred Stock (or Common Stock issued upon conversion of a Note:such Preferred Stock): (ai) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 90 days thereafter, the consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited consolidated statements of income and retained earnings cash flow and statements of cash flows notes thereto (including notes with respect to each department or operating entity) of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, standing that are among the six largest accounting firms in the United States selected by the Company and approved by its Board of Directors. (ii) a report As soon as practicable after the end of the principal financial officer first, second and third quarterly accounting periods in each fiscal year of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after thereafter, an unaudited consolidated balance sheet and an unaudited statement of cash flows of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of the first three fiscal quarters income of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) its subsidiaries for such period and for the current fiscal year to date, in each case with comparable prior periods, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, consistently applied (all in reasonable detail, including any material discrepancies between the results reported and the Company's budgeted projections for the period, as well as other than for accompanying notes financial or business events of material importance, and certified, subject to changes resulting from year-end audit adjustments), and (ii) a report of by the principal financial or accounting officer of the Company containing a management discussion and analysis Company. (iii) As soon as practicable after the end each month in each fiscal year of the Company’s , and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such month, and consolidated statements of income and cash flows and notes thereto (including notes with respect to each department or operating entity) and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, subject to changes resulting from year-end audit adjustments, all in reasonable detail and certified by the principal financial condition or accounting officer of the Company. (iv) Annually (but in any event at least 30 days prior to the commencement of each fiscal year of the Company) the yearly budget and operating plan of the Company, in such manner and form as approved by the Board of Directors of the Company, which plan shall include projected statements of income and cash flow for such fiscal year and a projected balance sheet as of the end of such quarter fiscal year. Any material changes in such plan shall be delivered to the Investors as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (v) Access to the Company's and its subsidiaries' books, records and facilities during normal business hours, and reasonable access to the results Company's officers to discuss the Company's and its subsidiaries' accounts, finances and affairs. The provisions of operations for such quarter and this Section 17(a) shall not be in limitation of any rights that the year to date, including, but not limited to, a description of significant events Stockholders may have with respect to the books and records of the Company and its Subsidiariessubsidiaries, if anyor to inspect their properties or discuss their affairs, during such periods finances and any planned or anticipated significant activities or events during the upcoming monthsaccounts; and (c) , in the event that the Company is unable to comply with reasonable promptness the provisions of Section 17(a), the Board of Directors of the Company shall, by resolution duly adopted, authorize and cause a firm of independent public accountants of nationally recognized standing that is among the six largest accounting firms in the United States to prepare promptly and furnish such information to the eligible Stockholders at the Company's expense. From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu of the information required pursuant to this Section 17(a), Company may furnish to the Investors copies of its annual reports on Form 10-K, its quarterly reports on Form 10-Q, any current reports on Form 8- K and such other information and financial data concerning the Company or interim reports as any Person entitled it provides to receive materials under this Section 5.2 may reasonably requestall stockholders.

Basic Financial Information. The Company shall furnish the following reports to each Lender, so long as it is a holder of a NoteMajor Investor: (ai) as Prior to the beginning of each fiscal year, a detailed business plan for the upcoming fiscal year that includes an operating budget for such year (the “Budget and Operating Plan”). (ii) As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Company, (i) an audited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with and audited consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputationapproved by a Requisite Board Vote (as defined in the Restated Certificate); provided, and (ii) however, that Major Investors holding a report majority of the principal financial officer Securities held by all Major Investors may waive the foregoing on behalf of all Major Investors; provided, further, that the Company containing requirement that such financials be audited may be waived by a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;Requisite Board Vote. (biii) as soon as practicablepracticable after the end of the first, but second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the first three fiscal quarters Company, an unaudited consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPU.S. generally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from normal year-end audit adjustments); and (iv) as soon as practicable after the end of each month, and (ii) a report in any event within 30 days after the end of the principal financial officer each month, an unaudited consolidated balance sheet of the Company containing a management discussion and analysis its subsidiaries, if any, as of the Company’s consolidated financial condition at the end of such quarter monthly period, and the results unaudited consolidated statements of operations for such quarter income and the year to date, including, but not limited to, a description cash flows of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during for such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) period, prepared in accordance with reasonable promptness such other information and financial data concerning the Company as any Person entitled U.S. generally accepted accounting principles consistently applied, subject to receive materials under this Section 5.2 may reasonably requestchanges resulting from normal year-end audit adjustments.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a Notethe Purchaser: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within ninety (i90) audited days thereafter, a consolidated (and consolidating) balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated (and consolidating) statements of income and retained earnings source and statements application of cash flows funds of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified performed (without scope limitations imposed by certified the Company) by independent public accountants of established national reputationrecognized standing selected by the Company and satisfactory to the Purchaser; (b) Beginning with the first fiscal year in which Company's annual revenues exceed five million dollars ($5,000,000) and continuing thereafter, as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (ii90) days thereafter, a report of the principal financial officer consolidated (and consolidating) balance sheet of the Company containing a management discussion and analysis of the Company’s consolidated financial condition its subsidiaries, if any, as at the end of such year fiscal year, and consolidated (and consolidating) statements of income and source and application of funds of the results of operations Company and its subsidiaries, if any, for such year, includingprepared 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, but not limited toall in reasonable detail and audited (without scope limitations imposed by the Company) by independent public accountants of recognized standing selected by the Company and satisfactory to the Purchaser; (c) 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 description consolidated (and consolidating) balance sheet of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and consolidated (and consolidating) statements of the first three fiscal quarters income and source and application of funds of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at the end of such quarterif any, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from year-end adjustments or year-end audit adjustments, as the case may be, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company; (d) From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu of the financial information required pursuant to Sections 7.1(a), (b), and (iic) but within the time periods required for the furnishing thereof, copies of its reports filed on Form 10-K, Form 10-Q, Form 8-K, or any successor form or forms; (e) Each set of financial statements delivered to the Purchaser pursuant to Section 7.1 will be accompanied by a report certificate of the principal financial officer President or Treasurer of the Company containing setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company was in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signer has reviewed the relevant terms of this Agreement and has made, or caused to be made, under his or her supervision, a management discussion and analysis review of the Company’s consolidated financial condition at the end transactions and conditions of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such periods period of any condition or event which constitutes a breach or default under this Agreement or any of the other Financing Documents or, if any such condition or event existed or exists, specifying the nature and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information period of existence thereof and financial data concerning what action the Company as any Person entitled has taken or proposes to receive materials under this Section 5.2 may reasonably requesttake with respect thereto.

Basic Financial Information. The Company shall will furnish the following reports to each LenderHolder who owns at least 1,000,000 Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, so long as it is a holder of a Note:stock dividends, reverse stock splits, and the like) (the “Significant Holders”): (ai) as As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Company, (i) audited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and standing selected by the Company. (ii) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion and analysis each fiscal year of the Company’s consolidated financial condition at the end of such year , and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 seventy-five (75) days after the end of each fiscal year of the first three fiscal quarters of the Company in each yearCompany, (i) an unaudited balance sheet of the Company and its subsidiaries, if any, as at the end of such quarterfiscal year, and unaudited statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateyear, in each case prepared in accordance with GAAPU.S. generally accepted accounting principles consistently applied. (iii) 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 after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited balance sheet of the Company as of the end of each such quarterly period, and unaudited statements of income and cash flows of the Company, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied (other than for accompanying notes and applied, subject to changes resulting from normal year-end audit adjustments). (iv) Prior to the beginning of each fiscal year, an annual budget and business plan for such fiscal year. (v) At the request of any Significant Holder, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company financial statements (the “Financial Statements”) delivered pursuant to the above Subsections 3.1(a)(i) and its Subsidiaries(ii), if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled shall provide comparisons of the Financial Statements against the annual budget and business plan provided pursuant to receive materials under this Section 5.2 may reasonably requestthe above Subsection (iii) (the “Comparisons”); provided, however, that the Company shall be required to provide the Comparisons pursuant to such a request only once per fiscal quarter of the Company.

Basic Financial Information. The Company shall furnish the following reports to each Lender, so long as it is a holder of a Note: (a) So long as an Investor (with its Affiliates) shall own not less than 1,000,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), the Company will furnish each Major Investor, as soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within one hundred eighty (i180) audited days thereafter, a balance sheets sheet of the Company Company, as at the end of such fiscal year, together with audited statements and a statement of income and retained earnings and statements a statement of cash flows of the Company Company, for such year, together with notes related thereto, each all prepared in accordance with GAAP, United States generally accepted accounting principles consistently applied, applied (except as noted therein) and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail detail. Such financial statements shall be accompanied by a report and certified opinion thereon by certified independent public accountants selected by the Company’s Board of established national reputationDirectors including the directors elected by the holders of Series B Stock, Series C Stock, Series D Stock, Series E Stock, Series F Stock, Series G Stock and (ii) a report of Series I Stock. If the principal financial officer Company has any subsidiary whose accounts are consolidated with those of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end for any period, then in respect of such year period the financial statements delivered pursuant to this Section 3.1(a) shall be the consolidated and the results consolidating financial statements of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;all such consolidated subsidiaries. (b) The Company will furnish each Major Investor, as soon as practicablepracticable after the end of the quarterly accounting periods in each fiscal year of the Company, but and in any event within 45 forty-five (45) days after thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of the first three fiscal quarters income and a statement of cash flows of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to datedate (with monthly detail and a statement of the Company’s headcount for each quarterly period if requested by an Investor), in each case prepared in accordance with GAAP, United States generally accepted accounting principles consistently applied (other than for accompanying except as noted therein), with the exception that no notes need be attached to such statements and subject to changes resulting from year-end audit adjustments), and (ii) a report of adjustments may not have been made. If the principal financial officer Company has any subsidiary whose accounts are consolidated with those of the Company containing a management discussion for any period, then in respect of such period the financial statements delivered pursuant to this Section 3.1(b) shall be the consolidated and analysis consolidating financial statements of the Company and all such consolidated subsidiaries. (c) The Company will furnish each Major Investor, as soon as practicable after the end of each of the Company’s consolidated financial condition at quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a detailed capitalization table of the Company, including a list of the Company’s outstanding convertible securities, which list shall include the face amount, issue date, maturity date, interest rate, conversion discount, change of control premium and valuation cap to the extent applicable. (d) The Company will furnish each Major Investor, as soon as practicable after the end of each month in each fiscal year of the Company, and in any event within fifteen (15) days thereafter, a balance sheet of the Company as of the end of each such quarter monthly period, and a statement of income and a statement of cash flows of the results of operations Company for such quarter monthly period and for the current fiscal year to date, includingprepared in accordance with United States generally accepted accounting principles consistently applied (except as noted therein), but with the exception that no notes need be attached to such statements and year-end audit adjustments may not limited tohave been made. If the Company has any subsidiary whose accounts are consolidated with those of the Company for any period, a description then in respect of significant events with respect such period the financial statements delivered pursuant to this Section 3.1(d) shall be the consolidated and consolidating financial statements of the Company and its Subsidiaries, if any, during all such periods and any planned or anticipated significant activities or events during the upcoming months; andconsolidated subsidiaries. (ce) with reasonable promptness The Company will furnish each Major Investor, as soon as practicable before the end of each fiscal year of the Company, and in any event within thirty (30) days beforehand, a budget and business plan for the next fiscal year that has been approved by the Company’s Board of Directors. (f) The Company will furnish each Major Investor such other information and relating to the financial data concerning condition, business prospects, or corporate affairs of the Company as any Person entitled Major Investor may from time to receive materials under this Section 5.2 may time reasonably request.

Basic Financial Information. The Company shall will furnish the following --------------------------- reports to each Lender, Investor (or its representative) so long as it is a holder such Investor owns Preferred Stock (or Common Stock issued upon conversion of a Note:such Preferred Stock): (ai) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 90 days thereafter, the consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited consolidated statements of income and retained earnings cash flow and statements of cash flows notes thereto (including notes with respect to each department or operating entity) of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, standing that are among the six largest accounting firms in the United States selected by the Company and approved by its Board of Directors. (ii) a report As soon as practicable after the end of the principal financial officer first, second and third quarterly accounting periods in each fiscal year of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after thereafter, an unaudited consolidated balance sheet and an unaudited statement of cash flows of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of the first three fiscal quarters income of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) its subsidiaries for such period and for the current fiscal year to date, in each case with comparable prior periods, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, consistently applied (all in reasonable detail, including any material discrepancies between the results reported and the Company's budgeted projections for the period, as well as other than for accompanying notes financial or business events of material importance, and certified, subject to changes resulting from year-end audit adjustments), and (ii) a report of by the principal financial or accounting officer of the Company containing a management discussion and analysis Company. (iii) As soon as practicable after the end each month in each fiscal year of the Company’s , and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such month, and consolidated statements of income and cash flows and notes thereto (including notes with respect to each department or operating entity) and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, subject to changes resulting from year-end audit adjustments, all in reasonable detail and certified by the principal financial condition or accounting officer of the Company. (iv) Annually (but in any event at least 30 days prior to the commencement of each fiscal year of the Company) the yearly budget and operating plan of the Company, in such manner and form as approved by the Board of Directors of the Company, which plan shall include projected statements of income and cash flow for such fiscal year and a projected balance sheet as of the end of such quarter fiscal year. Any material changes in such plan shall be delivered to the Investors as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (v) Access to the Company's and its subsidiaries' books, records and facilities during normal business hours, and reasonable access to the results Company's officers to discuss the Company's and its subsidiaries' accounts, finances and affairs. The provisions of operations for such quarter and this Section 17(a) shall not be in limitation of any rights that the year to date, including, but not limited to, a description of significant events Stockholders may have with respect to the books and records of the Company and its Subsidiariessubsidiaries, if anyor to inspect their properties or discuss their affairs, during such periods finances and any planned or anticipated significant activities or events during the upcoming monthsaccounts; and (c) , in the event that the Company is unable to comply with reasonable promptness the provisions of Section 17(a), the Board of Directors of the Company shall, by resolution duly adopted, authorize and cause a firm of independent public accountants of nationally recognized standing that is among the five largest accounting firms in the United States to prepare promptly and furnish such information to the eligible Stockholders at the Company's expense. From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu of the information required pursuant to this Section 17(a), Company may furnish to the Investors copies of its annual reports on Form 10-K, its quarterly reports on Form 10-Q, any current reports on Form 8- K and such other information and financial data concerning the Company or interim reports as any Person entitled it provides to receive materials under this Section 5.2 may reasonably requestall stockholders.

Basic Financial Information. The Company shall shall, subject to applicable law, including, without limitation, applicable anti-trust laws, furnish the following reports to each Lender, so long as it is a holder of Investor Stock representing more than five percent of the outstanding Common Stock of the Company (determined on a Note:fully-diluted and as-converted basis) (a "SIGNIFICANT HOLDER"): (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 60 days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows flow of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied, and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited and certified by certified independent public accountants of established recognized national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;. (b) as As soon as practicable, but in any event within 45 days practicable after the end of each quarterly accounting period in each fiscal year of the first three fiscal quarters Company, and in any event within 30 days thereafter, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flow of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal chief financial officer of the Company containing (or the chief accounting officer if no chief financial officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles, consistently applied. (c) As soon as practicable after the end of each monthly accounting period and in any event within 30 days thereafter, a management discussion and analysis consolidated balance sheet of the Company’s consolidated financial condition at Company and its subsidiaries, if any, as of the end of such quarter month and the results consolidated statements of operations for such quarter income and the year to date, including, but not limited to, a description of significant events with respect to cash flow of the Company and its Subsidiariessubsidiaries, if any, during for such periods month and any planned or anticipated significant activities or events during for the upcoming months; and (c) with reasonable promptness such other information and financial data concerning current fiscal year of the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestdate, all subject to normal year-end audit adjustments, prepared in accordance with generally accepted accounting principles, consistently applied, and certified by the chief financial officer of the Company (or the chief accounting officer if no chief financial officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles, consistently applied.

Basic Financial Information. The Company shall furnish the following reports to each Lenderthe Purchaser (or any transferee of any Securities), so long as it is the Purchaser (or any such transferee) beneficially owns at least (i) 10% of the face amount of the Debentures originally issued on the Closing Date or (ii) Warrants covering a holder minimum of a Note10% of the shares of Common Stock issuable upon exercise of the Warrants issued on the Closing Date: (a) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, (i) audited balance sheets of the Company as at the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and within forty-five (ii45) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three quarterly accounting periods in each fiscal quarters year, unaudited consolidated statements of income and retained earnings of the Company and its subsidiaries for such quarterly period and for the period from the beginning of such fiscal year to the end of such quarterly period, together with consolidated balance sheets of the Company and its subsidiaries as at the end of each quarterly period, setting forth in each case comparisons to corresponding periods in the preceding fiscal year, which statements will be prepared in accordance with generally accepted accounting principles, consistently applied; (iii) an unaudited within ninety (90) days after the end of each fiscal year, consolidated statements of income and retained earnings of the Company and its subsidiaries for the period from the beginning of each fiscal year to the end of such fiscal year, and consolidated balance sheet sheets as at the end of such quarterfiscal year, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, which statements will be prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied (other than for accompanying notes except as approved by the accounting firm examining such statements and subject to changes resulting from year-end audit adjustmentsdisclosed by the Company), and (ii) will be accompanied by a report thereon of certified public accountants; (iii) promptly as legally permitted, any additional reports or other detailed information concerning significant aspects of the principal operations and condition, financial officer or otherwise, of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if anygiven to the Company by its independent accountants; (iv) within ten (10) days after transmission or receipt thereof, during copies of all financial statements, proxy statements and reports which the Company sends to its stockholders or directors, and copies of all registration statements and all regular, special or periodic reports which it or any of its officers or directors files with the Commission or with any securities exchange on which any of the securities of the Company are then listed or proposed to be listed, copies of all press releases and other statements made generally available by the Company to the public concerning material developments in the business of the Company and its subsidiaries and copies of material communications sent to or received from stockholders, directors or committees of the Board of Directors of the Company or any of its subsidiaries and copies of all material communications sent to and received from any lender to the Company, all to the extent the Company is legally permitted to disclose such periods and any planned or anticipated significant activities or events during the upcoming monthsmaterials; and (cv) with reasonable promptness such other information and financial data concerning the Company as any Person person entitled to receive materials under this Section 5.2 5q may reasonably request.

Basic Financial Information. The Company shall furnish covenants and agrees that, commencing on the following reports to each Lenderdate of this Agreement, for so long as the New Series A Investors and/or their Affiliates maintain any ownership interest in the Company, it is a holder of a Notewill furnish to the New Series Investors and their Affiliates, as applicable: (a) 4.1.1 as soon as practicableavailable and in any event within 45 days after the end of each fiscal quarter of the Company and its subsidiaries commencing with the first fiscal quarter of the Company ending after the date of this Agreement, but (A) consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Company and its subsidiaries, (B) consolidating balance sheets, consolidating statements of operations and retained earnings and consolidating statements of cash flows of the Company and each of its subsidiaries, and (C) management’s narrative discussing the results for such period and forecasting any identifiable trend, in each case, as at the end of such quarter, and for the period commencing at the end of the immediately preceding fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding fiscal year, all in reasonable detail, certified by an authorized officer of the Company as fairly presenting, in all material respects, the financial position of the Company and its subsidiaries, as of the end of such quarter and the results of operations and cash flows of the Company and its subsidiaries, for such quarter; 4.1.2 as soon as available, and in any event within 90 days after the end of each fiscal year of the Company, (i) audited balance sheets of the Company as at the end of such year, together with audited consolidated balance sheets, consolidated statements of income operations and retained earnings and consolidated statements of cash flows of the Company for and its subsidiaries as at the end of such fiscal year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case forth in comparative form the corresponding figures for the previous fiscal yearimmediately preceding fiscal, all in reasonable detail and certified by certified independent public accountants of established national reputationprepared in accordance with generally accepted accounting principles, including management’s discussion and analysis, and (ii) accompanied by a report of the principal financial officer of the Company containing a management discussion and analysis an unqualified opinion, prepared in accordance with generally accepted auditing standards of the Company’s consolidated financial condition at independent accountants (which opinion shall be without (A) a “going concern” or like qualification, modification or exception, or (B) any qualification or exception as to the end scope of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming monthsaudit); (b) 4.1.3 as soon as practicableavailable, but and in any event within 45 30 days after the end of each of calendar month commencing with the first three fiscal quarters calendar month of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries ending after the date of this Agreement, if anya “flash report” for such month setting forth in reasonable detail revenue, during such periods expenses (itemizing operating expenses and any planned or anticipated significant activities or events during SG&A), capital expenditures and EBITDA, consolidated for the upcoming monthsCompany and its subsidiaries and by segment; and (cA) with reasonable promptness as soon as available, and in any event at least 30 days prior to the commencement of each fiscal year, an annual operating plan and budget similar= in scope and detail to the operating plan and budget provided to the New Series A Investors dated June 22, 2005, prepared on a monthly basis, for such other information and financial data concerning fiscal year for the Company as and its subsidiaries and (B) promptly upon preparation, any Person entitled amendments to receive materials under this Section 5.2 may reasonably requestsuch annual operating plans and budgets.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of Series A Preferred then holding shares of Series A Preferred or Common Stock equal to 5% or more of the total outstanding capital stock of the Company (each being a Note"SIGNIFICANT HOLDER"), assuming full conversion of the Series A Preferred: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 90 days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified audited by certified an independent public accountants accountant of established recognized national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;. (b) as As soon as practicable, but in any event within 45 days practicable after the end of each of the first three fiscal quarters month and in any event within 30 days thereafter, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of such quartereach monthly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments)adjustments and the absence of notes, all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and. (c) Not less than 30 days before the end of each fiscal year, an annual financial plan of the Company, which financial plan shall have been approved by the Board of Directors and shall provide each Significant Holder with reasonable promptness such other information and the Company's projections of its monthly financial data concerning statements for the forthcoming fiscal year. (d) As soon as practicable after the end of each month, an executive summary of the activities of the Company as any Person entitled including, without limitation, marketing, financial, product development and support and other material activities. (e) The rights to receive materials under basic financial information set forth in this Section 5.2 17 may be transferred to any person acquiring from a Significant Holder a number of shares of Series A Preferred equal to 5% or more of the total outstanding capital stock of the Company (as adjusted for stock splits and like events) provided that the transferred Series A Preferred is not transferred to an unaffiliated third party who is an actual competitor of the Company in the reasonable judgment of the Company. (f) Each Series A Holder agrees that any information obtained by such Series A Holder pursuant to this Section 17 which the Company identifies in writing to be proprietary or otherwise confidential will not be disclosed without the prior written consent of the Company; provided, however, that a Series A Holder may reasonably requestdisclose such information without the prior written consent of the Company if: (A) such information is or becomes generally available to the public other than as a result of a disclosure by such Series A Holder or its agent; (B) such information was in the possession of such Series A Holder prior to receiving it from the Company; (C) such information becomes available to such Series A Holder on a non-confidential basis from a source other than the Company and the Series A Holder does not know or reasonably suspect that the provider of such information was violating a confidentiality agreement with the Company or its agents; or (D) the disclosure of such information is required by law. Each Series A Holder further acknowledges and understands that any information so obtained which may be considered "inside" non-public information will not be utilized by such Series A Holder in connection with purchases and/or sales of the Company's securities except in compliance with applicable state and federal anti-fraud statutes.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a NoteMajor Holder: (a) as soon as practicable, but in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Company, (i) audited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together and consolidated statements of income, cash flows and stockholders’ equity of the Company and its subsidiaries, if any, for such fiscal year, prepared in accordance with audited generally accepted accounting principles consistently applied, certified by BDO USA LLP or such other independent public accountants of recognized national standing selected by the Company; (b) within forty-five (45) days after the end of the first, second and third quarterly accounting periods in each 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 consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such yearperiod, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied (except that such financial statements may be subject to normal year-end adjustments and setting out in may not contain all footnotes required by generally accepted accounting principles); (c) at least thirty (30) days prior to the beginning of each case in comparative form the figures for the previous fiscal year, all an annual budget and business plan for such fiscal year; and (d) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Holder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 2.1(d) to provide information (i) that the Company reasonably determines in reasonable detail and certified good faith to be a trade secret or confidential information (unless covered by certified independent public accountants of established national reputationan enforceable confidentiality agreement, and in form acceptable to the Company) or (ii) a report the disclosure of which would adversely affect the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to attorney-client privilege between the Company and its Subsidiariescounsel. If, if anyfor any period, during the preceding year and Company has any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each subsidiary whose accounts are consolidated with those of the first three fiscal quarters Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company in each year, (i) an unaudited balance sheet at the end of and all such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably request.subsidiaries

Basic Financial Information. The Company shall will furnish the --------------------------- following reports to each Lender, Investor so long as it is a holder such Investor (or its Affiliates) holds Securities having the right to vote generally representing at least five percent 5% of a Notethe voting power of the Company: (ai) For the fiscal year ended December 31, 1999 and for each fiscal year thereafter, as soon as practicable, but in any event within 90 days practicable after the end of each such fiscal year of the Company, and in any event within ninety (i90) days thereafter, an audited consolidated balance sheets sheet of the Company and its Subsidiaries, as at the end of such fiscal year, audited consolidated statements of operations and cash flows of the Company and its Subsidiaries for such year, an audited statement of stockholders' equity of the Company as at the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form form, the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, and standing selected by the Company. (ii) a report For the fiscal quarter ending March 31, 2000 and for each fiscal quarter thereafter, as soon as practicable after the end of the principal financial officer 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 containing a management discussion and analysis of the Company’s consolidated financial condition its Subsidiaries as at the end of such year and the results quarterly period, consolidated statements of operations for such year, including, but not limited to, a description and cash flows of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three fiscal quarters of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) Subsidiaries for such quarterly period and for the current fiscal year to date, in a statement of stockholders' equity of the Company as at the end of such quarterly period, each case prepared in accordance with GAAP, generally accepted accounting principles (excluding footnote disclosure) consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previously fiscal year, subject to changes resulting from year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing Company. (iii) For the month ending January 31, 2000 and for each month thereafter, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a management discussion and analysis consolidated balance sheet of the Company’s consolidated financial condition Company and its Subsidiaries as at the end of such quarter month, and the results consolidated statements of operations for such quarter and the year to date, including, but not limited to, a description cash flows of significant events with respect to the Company and its SubsidiariesSubsidiaries for each month and for the current fiscal year of the Company to date, if anyprepared in a manner consistent with the Company's past practices consistently applied, during together with a comparison of such periods statements to the Company's operating plan then in effect and any planned approved by its Board of Directors, and certified, subject to changes resulting from year-end audit adjustments, by the principal financial or anticipated significant activities or events during accounting officer of the upcoming months; andCompany. (civ) with reasonable promptness As soon as available (but in any event within sixty (60) days after the commencement of each fiscal year of the Company), a summary of the financial plan and/or annual budget of the Company, as contained in its operating plan approved by the Company's Board of Directors. Any material changes in such other information and financial data concerning plan and/or annual budget, shall be submitted as promptly as practicable after such changes have been approved by the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestBoard of Directors.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a Notethe Holder: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (i120) audited days thereafter, a consolidated (and consolidating) balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated (and consolidating) statements of income and retained earnings and statements of cash flows flow of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for of the previous fiscal year, all in reasonable detail and certified reviewed (without scope limitations imposed by certified the Company) by independent public accountants of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to recognized standing selected by the Company and its Subsidiaries, if any, during satisfactory to the preceding year and any planned or anticipated significant activities or events during the upcoming monthsHolder; (b) as As soon as practicable, but in any event within 45 days practicable after the end of each quarterly accounting period in each fiscal year of the first three fiscal quarters Company, and in any event within thirty (30) days thereafter, a consolidated (and consolidating) balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated (and consolidating) statements of income, of profit income and loss and of changes in financial condition cash flow of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company; (c) From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu of the financial information required pursuant to Sections 5.1(a) and (b), but within the time periods required for the furnishing thereof, copies of its reports filed on Form 10-K, Form 10-Q, Form 8-K, or any substantially equivalent or successor form or forms that the Company is required to file; (d) Each set of financial statements delivered to the Holder pursuant to Section 5.1 will be accompanied by a certificate of the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company was in compliance with the requirements of this Section 5 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and the other Financing Documents and have made, or caused to be made, under their supervision, a report review of the principal financial officer transactions and conditions of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such periods period of any condition or event which constitutes a breach or default under this Agreement or any of the other Financing Documents or give the Holder the right to redeem the Shares under the Certificate or, if any such condition or event existed or exists, specifying the nature and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information period of existence thereof and financial data concerning what action the Company as any Person entitled has taken or proposes to receive materials under this Section 5.2 may reasonably requesttake with respect thereto.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, Investor and MSI Securityholder (without duplication) so long as it is such securityholder owns at least 400,000 shares of Polygen Common Stock after the consummation of the Merger (as then presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like) (each, a holder of a Note:"Significant Rightsholder"). (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within one hundred and twenty days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, as at of the end of such fiscal year, together with audited and consolidated statements of income and retained earnings sources and statements applications of cash flows funds of the Company and its subsidiaries, for such year, together with notes related thereto, each prepared in accordance with generally accepted accounting principles ("GAAP, ") consistently applied, applied (except as noted in the notes thereto) and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputationstanding selected by the Company, and a Company prepared comparison to budget. (iib) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second and analysis third quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at the end of such year , and the results of operations for such year, including, but not limited toin any event within forty-five days thereafter, a description consolidated balance sheet of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and consolidated statements of the first three fiscal quarters income of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) its subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, GAAP consistently applied (other than except as noted in the notes thereto) and setting forth in comparative form the figures for accompanying notes the corresponding periods of the previous fiscal year and the figures in the current budget, subject to changes resulting from year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing a management discussion and analysis of Company, except that such balance sheet shall not contain the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; andnotes normally required by GAAP. (c) with reasonable promptness such other information and financial data concerning From the date the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as any Person entitled amended (the "Exchange Act"), and in lieu of the financial information required pursuant to receive materials under this Section 5.2 may reasonably request.Sections 1.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a NoteHolder: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within ninety (i90) audited days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings sources and statements applications of cash flows funds of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail detail, and certified audited in each case by certified independent public accountants of established national reputationstanding selected by the Company, and a Company prepared comparison to the Company's operating plan for such year. (iib) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second and analysis third quarterly accounting periods in each fiscal year of the Company’s , and in any event within forty-five (45) days thereafter, an unaudited consolidated financial condition at the end balance sheet of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and unaudited consolidated statements of the first three fiscal quarters income and statements of cash flows of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at the end of such quarterif any, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing a management discussion and analysis of Company, except that such balance sheet need not contain the Company’s consolidated financial condition at notes or the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; andend-of-period adjustments required by generally accepted accounting principles. (c) with reasonable promptness such other information and financial data concerning From the date the Company as any Person entitled becomes subject to receive materials under this Section 5.2 may reasonably requestthe reporting requirements of the Exchange Act, and in lieu of the financial information required pursuant to Sections 3.1(a) and (b), copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q respectively.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of Series A Preferred, Series B Preferred and Series C Preferred then holding shares of Series A Preferred, Series B Preferred, Series C Preferred or Common Stock equal to 2,000,000 shares or more of the total outstanding capital stock of the Company (as adjusted for stock splits and like events) (each being a Note"SIGNIFICANT HOLDER"), assuming full conversion of the Series A Preferred, Series B Preferred and Series C Preferred: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 90 days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified audited by certified an independent public accountants accountant of established recognized national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;. (b) as As soon as practicable, but in any event within 45 days practicable after the end of each of the first three fiscal quarters month and in any event within 30 days thereafter, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of such quartereach monthly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments)adjustments and the absence of notes, all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company granting of piggy-back rights, the Series B Preferred and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; andSeries C Preferred. (c) Not less than 30 days before the end of each fiscal year, an annual financial plan of the Company, which financial plan shall have been approved by the Board of Directors and shall provide each Significant Holder with reasonable promptness such other information and the Company's projections of its monthly financial data concerning statements for the forthcoming fiscal year. (d) As soon as practicable after the end of each month, an executive summary of the activities of the Company as any Person entitled including, without limitation, marketing, financial, product development and support and other material activities. (e) The rights to receive materials under basic financial information set forth in this Section 5.2 17 may be transferred to any person acquiring from a Significant Holder a number of shares of Series A Preferred, Series B Preferred and/or Series C Preferred equal to 2,000,000 shares or more of the total outstanding capital stock of the Company (as adjusted for stock splits and like events) provided that the transferred Series A Preferred, Series B Preferred and/or Series C Preferred is not transferred to an unaffiliated third party who is an actual competitor of the Company in the reasonable judgment of the Company. (f) Each Holder agrees that any information obtained by such Holder pursuant to this Section 17 which the Company identifies in writing to be proprietary or otherwise confidential will not be disclosed without the prior written consent of the Company; provided, however, that a Holder may reasonably requestdisclose such information without the prior written consent of the Company if: (A) such information is or becomes generally available to the public other than as a result of a disclosure by such Holder or its agent; (B) such information was in the possession of such Holder prior to receiving it from the Company; (C) such information becomes available to such Holder on a non-confidential basis from a source other than the Company and the Holder does not know or reasonably suspect that the provider of such information was violating a confidentiality agreement with the Company or its agents; or (D) the disclosure of such information is required by law. Each Holder further acknowledges and understands that any information so obtained which may be considered "inside" non-public information will not be utilized by such Holder in connection with purchases and/or sales of the Company's securities except in compliance with applicable state and federal anti-fraud statutes. (g) The Covenants of the Company set forth in Section 17 (Basic Financial Information) shall terminate as to all Purchasers, other than Holders of greater than 20% of the Company's Registrable Securities, and be of no further force or effect upon the first sale of Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act, the public offering of which is not less than $9.26 per share (appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like) and for an aggregate offering price, net of underwriters' discounts and commissions, of more than $25,000,000.

Basic Financial Information. The Company shall will furnish the --------------------------- following reports to each Lender, so long as it is a holder of a NoteRegistrable Securities: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (i120) audited days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows flow of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;. (b) as As soon as practicable, but in any event within 45 days practicable after the end of each quarterly accounting period in each fiscal year of the first three fiscal quarters Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flow of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal chief financial officer of the Company containing Company, except that such statements need not contain the notes required by generally accepted accounting principles. (c) As soon as practicable after the end of each monthly accounting period and in any event within thirty (30) days thereafter, a management discussion and analysis consolidated balance sheet of the Company’s consolidated financial condition at Company and its subsidiaries, if any, as of the end of such quarter month and the results consolidated statements of operations for such quarter income and the year to date, including, but not limited to, a description of significant events with respect to cash flow of the Company and its Subsidiariessubsidiaries, if any, during 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 chief financial officer of the Company, except that (x) such periods statements need not contain the notes required by generally accepted accounting principles, and any planned or anticipated significant activities or events during the upcoming months; and (cy) with reasonable promptness such other information and financial data concerning respect to any non-U.S. subsidiary of the Company as any Person entitled that has been a subsidiary of the Company for less than nine months, the Company shall be obligated only to receive materials under this Section 5.2 may reasonably requestuse its best efforts to include such subsidiary in such consolidated financial statements.

Basic Financial Information. The Company shall furnish covenants and agrees that, commencing on the following reports to each Lenderdate of this Agreement, for so long as the Warrant Holders, their Permitted Transferees and/or their respective Affiliates hold Company Stock or any other securities of the Company, it is a holder of a Notewill furnish to the Warrant Holders, their Permitted Transferees and their respective Affiliates, as applicable: (a) 4.1.1 as soon as practicableavailable and in any event within 45 days after the end of each fiscal quarter of the Company and its subsidiaries commencing with the first fiscal quarter of the Company ending after the date of this Agreement, but (A) consolidated balance sheets, consolidated statements of operations and retained earnings and consolidated statements of cash flows of the Company and its subsidiaries, (B) consolidating balance sheets, consolidating statements of operations and retained earnings and consolidating statements of cash flows of the Company and each of its subsidiaries, and (C) management’s narrative discussing the results for such period and forecasting any identifiable trend, in each case, as at the end of such quarter, and for the period commencing at the end of the immediately preceding fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding fiscal year, all in reasonable detail, certified by an authorized officer of the Company as fairly presenting, in all material respects, the financial position of the Company and its subsidiaries, as of the end of such quarter and the results of operations and cash flows of the Company and its subsidiaries, for such quarter; 4.1.2 as soon as available, and in any event within 90 days after the end of each fiscal year of the Company, (i) audited balance sheets of the Company as at the end of such year, together with audited consolidated balance sheets, consolidated statements of income operations and retained earnings and consolidated statements of cash flows of the Company for and its subsidiaries as at the end of such fiscal year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case forth in comparative form the corresponding figures for the previous fiscal yearimmediately preceding fiscal, all in reasonable detail and certified by certified independent public accountants of established national reputationprepared in accordance with generally accepted accounting principles, including management’s discussion and analysis, and (ii) accompanied by a report of the principal financial officer of the Company containing a management discussion and analysis an unqualified opinion, prepared in accordance with generally accepted auditing standards of the Company’s consolidated financial condition at independent accountants (which opinion shall be without (A) a “going concern” or like qualification, modification or exception, or (B) any qualification or exception as to the end scope of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming monthsaudit); (b) 4.1.3 as soon as practicableavailable, but and in any event within 45 30 days after the end of each of calendar month commencing with the first three fiscal quarters calendar month of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries ending after the date of this Agreement, if anya “flash report” for such month setting forth in reasonable detail revenue, during such periods expenses (itemizing operating expenses and any planned or anticipated significant activities or events during SG&A), capital expenditures and EBITDA, consolidated for the upcoming monthsCompany and its subsidiaries and by segment; and (cA) with reasonable promptness as soon as available, and in any event at least 30 days prior to the commencement of each fiscal year, an annual operating plan and budget for such other information and financial data concerning fiscal year for the Company as and its subsidiaries and (B) promptly upon preparation, any Person entitled amendments to receive materials under this Section 5.2 may reasonably requestsuch annual operating plans and budgets.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, Shareholder (or its representative) so long as it is a holder such Shareholder owns at least 75,000 shares (as adjusted for stock splits and like events) of a NotePreferred Stock (including the Common Stock issued upon conversion of such Preferred Stock), Rubix Xxxurities or Founder Securities: (ai) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 120 days thereafter, the consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows flow of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, standing that are among the six largest accounting firms in the United States selected by the Company and approved by its Board of Directors. (ii) a report of As soon as practicable after the principal financial officer of the Company containing a management discussion and analysis end each month in each fiscal year of the Company’s consolidated financial condition at the end of such year , and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such month, and consolidated statements of the first three fiscal quarters income and cash flow of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) its subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing a management discussion and analysis Company. (iii) Annually (but in any event at least 30 days prior to the commencement of each fiscal year of the Company’s consolidated financial condition at ) the end yearly budget and operating plan of the Company, in such quarter manner and form as approved by the results Board of operations for such quarter and Directors of the year to dateCompany, including, but which The provisions of this Section 17(a) shall not limited to, a description be in limitation of significant events any rights that the Shareholders may have with respect to the books and records of the Company and its Subsidiariessubsidiaries, if anyor to inspect their properties or discuss their affairs, during such periods finances and any planned or anticipated significant activities or events during the upcoming monthsaccounts; and , in the event that the Company is unable to comply with the provisions of Section 17(a), the Board of Directors of the Company shall, by resolution duly adopted, authorize and cause a firm of independent public accountants of nationally recognized standing that is among the six largest accounting firms in the United States to prepare promptly and furnish such information to the eligible Shareholders at the Company's expense. From the date the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (c) with reasonable promptness the "Exchange Act"), and in lieu of the information required pursuant to this Section 17(a), Company may furnish to the Shareholders copies of its annual reports on Form 10-K, its quarterly reports on Form 10-Q, any current reports on Form 8-K and such other information and financial data concerning the Company or interim reports as any Person entitled it provides to receive materials under this Section 5.2 may reasonably requestall shareholders.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a Notethe Purchasers: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within ninety (i90) audited days thereafter, a consolidated (and consolidating) balance sheets sheet of the Company and its Subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated (and consolidating) statements of income and retained operations, accumulated earnings and statements of cash flows of the Company and its Subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by certified independent public accountants of established recognized national reputationstanding selected by the Company and satisfactory to the Purchasers. (b) As soon as practicable, and (ii) a report after the end of the principal financial officer of the Company containing a management discussion first, second and analysis third quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at the end of such year , and the results of operations for such year, including, but not limited toin any event within forty-five (45) days thereafter, a description consolidated (and consolidating) balance sheet of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and consolidated (and consolidating) statements of the first three fiscal quarters operations, accumulated earnings and cash flows of the Company in each yearand its Subsidiaries, (i) an unaudited balance sheet at the end of such quarterif any, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (c) From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu of the financial information required pursuant to Sections 7.1(a) and (b), but within the time periods required for the furnishing thereof, copies of its reports filed on Form 10-K, Form 10-Q, Form 8-K or any successor form or forms. (d) Each set of financial statements delivered to the Purchasers pursuant to this Section 7.1 will be accompanied by a certificate of the Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a report review of the principal financial officer transactions and conditions of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such periods period of any condition or event which constitutes a breach or default under this Agreement, the Restated Certificate or any of the Financing Documents or, if any such condition or event existed or exists, specifying the nature and any planned period of existence thereof and what action the Company has taken or anticipated significant activities or events during the upcoming months; andproposes to take with respect thereto. (ce) with reasonable promptness As soon as available (but in any event sixty (60) days or more before the commencement of each fiscal year) the Company's budget and its operating plan for such fiscal year (the "Annual Plan") as approved by the Board indicating, among other information 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 data concerning plan shall be submitted as promptly as practicable after such changes have been approved by the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestBoard.

Basic Financial Information. The Company shall will furnish the following reports to each LenderHolder who owns at least 1,500,000 Shares both as of the date hereof and continues to own 1,500,000 Shares thereafter (as presently constituted and subject to subsequent adjustments for stock splits, so long as it is stock dividends, reverse stock splits, and the like) (each a holder of a Note:Major Information Holder”): (ai) as As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 120 days after the end of each fiscal year of the Company, (i) audited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, and standing selected by the Company; (ii) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second and analysis third quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at , and in any event within 45 days after the end of such the first, second, and third quarterly accounting periods in each fiscal year and of the results Company, an unaudited consolidated balance sheet of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during as of the preceding year end of each such quarterly period, and any planned or anticipated significant activities or events during unaudited consolidated statements of income and cash flows of the upcoming monthsCompany and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments; (biii) as As soon as practicablepracticable after the end of each month, but an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments. (iv) At least 30 days prior to the end of each fiscal year an operating budget forecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the upcoming fiscal year that has been approved by the Board of Directors of the Company; and (v) As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within 45 days after the end of each of the first three fiscal quarters of the Company quarterly accounting period in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description current capitalization table certified by the Chief Financial Officer or Treasurer of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestCompany.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a Notethe Purchaser: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within ninety (i90) audited days thereafter, a consolidated (and consolidating) balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated (and consolidating) statements of income and retained earnings source and statements application of cash flows funds of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, Generally Accepted Accounting Principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified performed (without scope limitations imposed by certified the Company) by independent public accountants of established national reputationrecognized standing selected by the Company and satisfactory to the Purchaser; (b) Beginning with the first fiscal year in which Company's annual revenues exceed five million dollars ($5,000,000) and continuing thereafter, as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (ii90) days thereafter, a report of the principal financial officer consolidated (and consolidating) balance sheet of the Company containing a management discussion and analysis of the Company’s consolidated financial condition its subsidiaries, if any, as at the end of such year fiscal year, and consolidated (and consolidating) statements of income and source and application of funds of the results of operations Company and its subsidiaries, if any, for such year, includingprepared 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, but not limited toall in reasonable detail and audited (without scope limitations imposed by the Company) by independent public accountants of recognized standing selected by the Company and satisfactory to the Purchaser; (c) 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 description consolidated (and consolidating) balance sheet of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and consolidated (and consolidating) statements of the first three fiscal quarters income and source and application of funds of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at the end of such quarterif any, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, Generally Accepted Accounting Principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from year-end adjustments or year-end audit adjustments, as the case may be, and setting forth any events which could reasonably be expected to have an adverse effect upon the Company's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company; (d) From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu of the financial information required pursuant to Sections 7.1(a), (b), and (iic) but within the time periods required for the furnishing thereof, copies of its reports filed on Form 1 0-K, Form 10-Q, Form 8-K, or any successor form or forms; (e) Each set of financial statements delivered to the Purchaser pursuant to Section 7.1 will be accompanied by a report certificate of the principal financial officer Chairman, President or a Vice President and the Treasurer or an Assistant Treasurer of the Company containing setting forth: (i) Covenant Compliance - any information required in order to establish whether the Company was in compliance with the requirements of this Section 7 during the period covered by the income statement then being furnished; and (ii) Event of Default - that the signers have reviewed the relevant terms of this Agreement and have made, or caused to be made, under their supervision, a management discussion and analysis review of the Company’s consolidated financial condition at the end transactions and conditions of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, from the beginning of the accounting period covered by the, income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such periods period of any condition or event which constitutes a breach or default under this Agreement or any of the other Financing Documents or, if any such condition or event existed or exists, specifying the nature and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information period of existence thereof and financial data concerning what action the Company as any Person entitled has taken or proposes to receive materials under this Section 5.2 may reasonably requesttake with respect thereto.

Basic Financial Information. The Company shall will furnish the following reports to each LenderHolder who (together with its affiliates) owns or is obligated to purchase under the Purchase Agreement an aggregate of at least 3,000,000 Shares and/or shares of Common Stock issued upon conversion of Shares (in each case as presently constituted and subject to subsequent adjustments for stock splits, so long as it is stock dividends, reverse stock splits, and the like) (each a holder of a Note:“Major Investor”): (ai) as As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred and twenty (120) days after the end of each fiscal year of the Company, (i) an audited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and selected by the Company; (ii) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second, third, and analysis fourth quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at , and in any event within thirty (30) days after the end of such the first, second, third, and fourth quarterly accounting periods in each fiscal year and of the results Company, (A) an unaudited consolidated balance sheet of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during as of the preceding year end of each such quarterly period, and any planned or anticipated significant activities or events during unaudited consolidated statements of income and cash flows of the upcoming monthsCompany and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments and (B) the capitalization table of the Company; (biii) Upon request, as soon as practicablepracticable after the end of each month, but and in any event within 45 thirty (30) days after the end of each of the first three fiscal quarters month, an unaudited consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of such quartermonthly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPU.S. generally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from normal year-end audit adjustments), and ; and (iiiv) a report At least thirty (30) days before the end of the principal financial officer of the Company containing a management discussion and analysis each fiscal year of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description business plan and budget, including monthly projections in substantially the same format of significant events the unaudited financial statements, in each case for the next fiscal year of the Company; provided that, solely with respect to the Company business and its Subsidiariesplan for fiscal year 2020, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled may elect to receive materials under this Section 5.2 may reasonably requestprepare such business plan and budget in a manner other than with U.S. generally accepted accounting principles (e.g., through use of cash basis accounting).

Basic Financial Information. The Provided that any shares of Preferred Stock or Registrable Securities remain outstanding, the Company shall furnish deliver to each Investor the following reports to each Lender, so long as it is a holder of a Notefinancial information: (a) as soon as practicable, but in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Company, (i) audited an income statement for such fiscal year, a balance sheets sheet of the Company and statement of stockholders’ equity as at of the end of such year, together with audited statements of income and retained earnings and statements a statement of cash flows of the Company for such year, together with notes related theretoplus, each where applicable, comparisons to the annual budget and operating plan approved by the Board of Directors; such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles in the United States (“GAAP, consistently applied”), and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited and certified by certified an independent public accountants accounting firm of established national reputation, and (ii) nationally or regionally recognized standing selected by the Board of Directors or a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming monthscommittee thereof; (b) as soon as practicable, but in any event within 45 thirty (30) days after the end of each of the first three fiscal four quarters of each fiscal year of the Company in each yearCompany, (i) an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet at as of the end of such fiscal quarter, plus, where applicable, quarterly comparisons to the annual budget and operating plan approved by the Board of Directors; such unaudited financial statements to be prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of income, of profit footnotes that may be required by GAAP) and loss and of changes in that fairly present the financial condition of the Company and its results of operations for the period specified, subject to year-end audit adjustment; (including c) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flow statements) flows for such period month, and for an unaudited balance sheet and statement of stockholders’ equity as of the current fiscal year end of such month, plus, where applicable, monthly comparisons to date, in each case the annual budget and operating plan approved by the Board of Directors; such unaudited financial statements to be prepared in accordance with GAAPGAAP and fairly present the financial condition of the Company and its results of operation for the period specified, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments)adjustment; (d) as soon as practicable, and but in any event within thirty (ii30) a report days prior to the commencement of the principal financial officer of the Company containing a management discussion and analysis each new fiscal year of the Company’s consolidated financial condition at , an annual budget and operating plan for such fiscal year as approved by the Board of Directors; (e) as soon as practicable, but in any event within fifteen (15) days of the end of such quarter and each fiscal quarter, an updated capitalization table, certified by the results Treasurer of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming monthsCompany; and (cf) with reasonable promptness such other information and financial data concerning as may be reasonably requested by an Investor from time to time, provided, however, that the Company as any Person entitled to receive materials shall not be obligated under this Section 5.2 may 3.1(f) to provide information that the Company reasonably requestdetermines in good faith to be a trade secret or highly confidential proprietary information (unless the provision of such information to such Investor is covered by a separate enforceable confidentiality agreement with such Investor, in form reasonably acceptable to the Company).

Basic Financial Information. The Company shall will furnish the following reports to each Lender, Purchaser for so long as it is a holder of a Noteany shares of the Company's Series A Preferred Stock or Series B Preferred Stock or Series C Preferred Stock or Series D Preferred Stock (collectively "Shares") or Common Stock into which the Shares are convertible: (a) as As soon as practicablepracticable after the end of each fiscal year, but and in any event within 90 days after the end of each fiscal year of the Companythereafter, (i) audited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, together with audited statements and a consolidated statement of income and retained earnings and statements a consolidated statement of cash flows changes in financial position of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, generally accepted accounting principles (subject to such reasonable exceptions as may be disclosed by Company) and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified compiled and reviewed by certified independent public accountants of established recognized national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;. (b) as As soon as practicablepracticable after the end of the first, but second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days after thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and, if requested by holders of a majority of the first three fiscal quarters Shares, a consolidated statement of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, income and unaudited statements of income, of profit and loss and a consolidated statement of changes in financial condition position of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied generally accepted accounting principles (other than for accompanying notes and subject to changes resulting from year-end audit adjustmentssuch reasonable exceptions as may be disclosed by Company), and (ii) a report of the principal . Said financial statements shall be signed by an officer of the Company containing a management discussion and analysis of the Company’s consolidated who shall state that such financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably request.statements are in accordance with

Basic Financial Information. The Company shall shall, subject to applicable law, including, without limitation, applicable antitrust laws, furnish the following reports to each Lender, so long as it is a holder of a NoteSignificant Holder: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 90 days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows flow of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited and certified by certified independent public accountants of established recognized national reputationstanding selected by the Company. The Company shall also prepare and deliver to the Investor (i) a comparison of such results to the Company's Work Program and the Operating Budget of the Company, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis calculation of the Company’s consolidated financial condition at the end of such year and the results of operations 's Debt Service Coverage Ratio for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;year. (b) as As soon as practicablepracticable after the end of each quarterly accounting period in each fiscal year of the Company, but and in any event within 45 days after thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of the first three fiscal quarters income and cash flow of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at the end of such quarterif any, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the chief financial officer of the Company (or the chief accounting officer if no CFO is in place), except that such statements need not contain the notes required by generally accepted accounting principles. The Company shall also prepare and deliver to the Investor (i) a comparison of such results to the Company's Work Program and the Operating Budget of the Company, and (ii) a report calculation of the principal Company's Debt Service Coverage Ratio for the preceding quarter. (c) As soon as practicable after the end of each monthly accounting period and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such month and consolidated statements of income and of cash flow 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, prepared in accordance with generally accepted accounting principles consistently applied and certified by the chief financial officer of the Company containing (or the chief accounting officer if no CFO is in place), except that such statements need not contain the notes required by generally accepted accounting principles. The Company shall also prepare and deliver to the Investor a management discussion comparison of such results to the Company's Work Program and analysis the Operating Budget of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably request.

Basic Financial Information. The Company shall will furnish the following reports to each LenderHolder who owns an aggregate of at least 1,000,000 shares of Preferred Stock and/or shares of Common Stock issued upon conversion of Preferred Stock (as presently constituted and subject to subsequent adjustments for stock splits, so long as it is stock dividends, reverse stock splits, and the like) (each a holder of a Note:“Major Investor”): (ai) as As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred and eighty (180) days after the end of each fiscal year of the Company, (i) a consolidated audited balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with and consolidated audited statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and ; (ii) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second and analysis third quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at , and in any event within forty five (45) days after the end of such the first, second, and third quarterly accounting periods in each fiscal year and of the results Company, an unaudited consolidated balance sheet of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during as of the preceding year end of each such quarterly period, and any planned or anticipated significant activities or events during unaudited consolidated statements of income and cash flows of the upcoming monthsCompany and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments; (biii) Upon request, as soon as practicablepracticable after the end of each month, but and in any event within 45 thirty (30) days after the end of each of the first three fiscal quarters month, an unaudited consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of such quartermonthly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPU.S. generally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from normal year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (civ) with reasonable promptness such other information and financial data concerning Upon request, the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestcapitalization table of the Company.

Basic Financial Information. The Company shall will furnish the following reports to each Lenderof the Investors holding at least 500,000 shares(as adjusted for stock splits, stock dividends and similar transactions) of the outstanding Registrable Securities and with respect to Microsoft Corporation ("Microsoft") for so long as Microsoft owns at least 50% of the Series E Preferred owned by it is a holder (including any Common Stock into which Series E Preferred has been converted) as of a Notethe date of this Agreement: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within ninety (i90) audited days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at of the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows flow of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months;. (b) as As soon as practicable, but in any event within 45 days practicable after the end of each quarterly accounting period in each fiscal year of the first three fiscal quarters Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flow of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal chief financial officer of the Company containing (or the chief accounting officer if no chief financial officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles. (c) As soon as practicable after the end of each monthly accounting period and in any event within thirty (30) days thereafter, a management discussion and analysis consolidated balance sheet of the Company’s consolidated financial condition at Company and its subsidiaries, if any, as of the end of such quarter month and the results consolidated statements of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably request.income

Basic Financial Information. The Company shall furnish the following reports to each Lenderthe Purchaser (or any transferee of any Securities or Underlying Securities), so long as it the Purchaser (or any such transferee) is a holder of a Noteany Securities or Underlying Securities: (a) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, (i) audited balance sheets of the Company as at the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and within forty-five (ii45) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three quarterly accounting periods in each fiscal quarters year, unaudited consolidated statements of income and retained earnings and cash flows of the Company and its subsidiaries for such quarterly period and for the period from the beginning of such fiscal year to the end of such quarterly period, setting forth in each case comparisons to corresponding periods in the preceding fiscal year, (i) an unaudited together with consolidated balance sheet sheets of the Company and its subsidiaries as at the end of such quarterquarterly period, and unaudited which statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case will be prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and applied; (ii) a report within ninety (90) days after the end of the principal financial officer each fiscal year, consolidated statements of income and retained earnings and cash flows of the Company containing a management discussion and analysis its subsidiaries for the period from the beginning of each fiscal year to the Company’s end of such fiscal year, and consolidated financial condition balance sheets as at the end of such quarter fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, which statements will be prepared in accordance with generally accepted accounting principles, consistently applied (except as approved by the accounting firm examining such statements and disclosed by the results Company), and will be accompanied by a report thereon of certified public accountants. (iii) promptly as legally permitted, any additional reports or other detailed information concerning significant aspects of the operations for such quarter and the year to datecondition, includingfinancial or otherwise, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if anygiven to the Company by its independent accountants; (iv) within ten (10) days after transmission or receipt thereof, during copies of all financial statements, proxy statements and reports which the Company sends to its stockholders or directors, and copies of all registration statements and all regular, special or periodic reports which it or any of its officers or directors (in such periods capacities) files with the Commission or with any securities exchange on which any of the securities of the Company are then listed or proposed to be listed, and copies of material communications sent to or received from directors or committees of the Board of Directors of the Company or any planned or anticipated significant activities or events during of its subsidiaries and copies of all material communications sent to and received from any lender to the upcoming monthsCompany; and (cv) with reasonable promptness such other information and financial data concerning the Company as any Person person entitled to receive materials under this Section 5.2 5(q) may reasonably request. Notwithstanding the foregoing, so long as the Company is making publicly filed reports under the Exchange Act, the Company's obligations under Section 5(q)(i) and (ii) shall be deemed satisfied.

Basic Financial Information. The Company shall will furnish the following reports to each LenderHolder who, so long individually or collectively with such Holder’s Affiliates, owns at least 3,400,000 shares of Preferred Stock and/or Conversion Shares issued pursuant to the conversion of such shares of Preferred Stock (as it is presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each a holder of a Note:“Significant Holder”, and together the “Significant Holders”): (ai) as At least thirty (30) days prior to the beginning of each fiscal year, an annual budget for such fiscal year, which shall be approved by the Board. (ii) As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Company, or such later date as may be approved by the Board of Directors, including the affirmative vote of at least two of the Preferred Directors (i) as defined in the Certificate of Incorporation), an audited consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with and audited consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputation, and standing selected by the Board. (iiiii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at As soon as practicable after the end of such year each month, and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 thirty (30) days after the end of each month in each fiscal year of the first three fiscal quarters Company, (A) an unaudited consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quartermonthly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPU.S. generally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from normal year-end audit adjustments), certified by the Chief Financial Officer of the Company, and (iiB) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestcurrent fully diluted capitalization table.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a Notethe Holders: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Companyyear, (i) audited and in any event within 100 days thereafter, consolidated balance sheets of the Company and its Subsidiaries as at of the end of such fiscal year, together with audited and consolidated statements of income operations and retained earnings and statements of cash flows of the Company and its Subsidiaries for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the corresponding figures for the previous fiscal year, all in reasonable detail and certified detail, accompanied by certified independent public accountants of established national reputation, and (ii) a report of the principal financial officer an independent public accounting firm of the Company containing a management discussion and analysis of nationally recognized standing selected by the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as As soon as practicablepracticable after the end of the first, but second and third quarterly accounting periods in each fiscal year of the Company and its Subsidiaries and in any event within 45 55 days after thereafter, consolidated balance sheets of the Company and its Subsidiaries as of the end of each such quarterly period, consolidated statements of the first three fiscal quarters operations of the Company in each year, (i) an unaudited balance sheet at and its Subsidiaries for such periods and for the end of such quarter, current fiscal year to date and unaudited consolidated statements of income, of profit and loss and of changes in financial condition cash flows of the Company (including cash flow statements) for such period and its Subsidiaries for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the corresponding figures for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report the corresponding periods of the principal financial officer previous fiscal year, all in reasonable detail; (c) As soon as practicable, copies of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events any special or interim audit reports with respect to the Company, its Subsidiaries or their operations submitted to the Company by independent public accountants otherwise than in the ordinary course of business and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming monthsintended for public dissemination; and (cd) with reasonable promptness such other information and As soon as practicable, copies of all financial data concerning statements, proxy material or reports sent to the stockholders of the Company and all reports or final registration statements, including accompanying prospectuses, filed with the Securities and Exchange Commission pursuant to the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 ACT"). (e) As soon as practicable, copies of any Person entitled to receive materials under this Section 5.2 other documents or information as may be reasonably requestrequested by the Holders.

Basic Financial Information. The So long as any shares of Preferred Stock remain outstanding, the Company shall furnish the following reports to each Lender, so long as it is a holder of a NoteInvestor: (ai) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, (i) audited a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income income, consolidated statements of equity and retained earnings and consolidated statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related theretosuch financial statements to be in reasonable detail, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited and certified by certified independent public accountants of established national reputation, and (ii) a report of the principal financial officer of selected by the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect which shall be reasonably acceptable to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming monthsInvestors; (bii) as soon as practicable, but in any event within 45 15 days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the first three fiscal quarters Company, an unaudited consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of each such quarterquarterly period, and unaudited consolidated statements of incomeincome and cash flows of the Company and its subsidiaries, if any, for each such period; (iii) by January 15th of profit each fiscal year, the financial budget and loss business and strategic plan of the next fiscal year that will be submitted for approval to the Company’s Board of Directors no later than 30 days following the beginning of such fiscal year, and as soon as practicable during the course of each fiscal year, any revisions, amendments or other changes to the financial budget and strategic business plan for such fiscal year. (iv) such other information relating to the financial condition, business or corporate affairs of the Company as the Investor may from time to time request; provided, however, that the Company shall not be obligated under this subsection (iv) to provide information that it determines in good faith to be subject to a confidentiality obligation to a third party. With respect to the financial statements called for in subsection (ii) of this Section 2.1, the Company shall, concurrent with the delivery of such financial statements, provide an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with generally accepted accounting principals consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by generally accepted accounting principles) and fairly present the financial condition of the Company (including cash flow statements) for such period and its results of operation for the current fiscal year to dateperiod specified, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestadjustment.

Basic Financial Information. The Company shall furnish the following reports to each Lenderthe Purchaser (or any transferee of any Securities), so long as it the Purchaser is a holder of a Noteany Securities: (a) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, forty-five (i45) audited balance sheets of the Company as at the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three quarterly accounting periods in each fiscal quarters year, unaudited consolidated statements of income and retained earnings and cash flows of the Company and its subsidiaries for such quarterly period and for the period from the beginning of such fiscal year to the end of such quarterly period, together with consolidated balance sheets of the Company and its subsidiaries as at the end of each quarterly period, setting forth in each case comparisons to corresponding periods in the preceding fiscal year, which statements will be prepared in accordance with generally accepted accounting principles, consistently applied; (ib) an unaudited within ninety (90) days after the end of each fiscal year, consolidated statements of income and retained earnings and cash flows of the Company and its subsidiaries for the period from the beginning of each fiscal year to the end of such fiscal year, and consolidated balance sheet sheets as at the end of such quarterfiscal year, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, which statements will be prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied (other than for accompanying notes except as approved by the accounting firm examining such statements and subject to changes resulting from year-end audit adjustmentsdisclosed by the Company), and (ii) will be accompanied by a report thereon of certified public accountants. (c) promptly as legally permitted, any additional reports or other detailed information concerning significant aspects of the principal operations and condition, financial officer or otherwise, of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if anygiven to the Company by its independent accountants; (d) within ten (10) days after transmission or receipt thereof, during such periods copies of all financial statements, proxy statements and reports which the Company sends to its stockholders or directors, and copies of all registration statements and all regular, special or periodic reports which it or any planned of its officers or anticipated significant activities directors files with the Commission or events during with any securities exchange on which any of the upcoming monthssecurities of the Company are then listed or proposed to be listed, copies of all press releases and other statements made generally available by the Company to the public concerning material developments in the business of the Company and its subsidiaries and copies of material communications sent to or received from stockholders, directors or committees of the Board of Directors of the Company or any of its subsidiaries and copies of all material communications sent to and received from any lender to the Company; and (ce) with reasonable promptness such other information and financial data concerning the Company as any Person person entitled to receive materials under this Section 5.2 8.2 may reasonably request.

Basic Financial Information. The Company shall furnish the following reports to each Lender, so long as it is a holder of a NoteRegistrable Securities: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the CompanyCompany and, in any event within ninety (90) days thereafter, (i) audited a consolidated balance sheets sheet of the Company and its Subsidiaries, if any, as at of the end of such fiscal year, together with audited (ii) consolidated statements of income and retained earnings and statements of cash flows flow of the Company and its Subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, United States generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified audited by certified independent public accountants of established recognized national reputationstanding selected by the Company, and (iiiii) a report fully-diluted capitalization table of the principal financial officer Company. (b) As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company containing and, in any event within forty-five (45) days thereafter, (i) a management discussion and analysis consolidated balance sheet of the Company’s consolidated financial condition at the end of such year and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, (ii) an unaudited consolidated statement of the first three fiscal quarters income and cash flow of the Company in each yearand its Subsidiaries, (i) an unaudited balance sheet at the end of such quarterif any, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, United States generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal chief financial officer of the Company containing (or the chief accounting officer if no chief financial officer is in place), except that such statements need not contain the notes required by generally accepted accounting principles, and (iii) a management discussion and analysis fully-diluted capitalization table of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably request.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a NotePurchaser: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, (i) audited and in any event within 90 days thereafter, a consolidated balance sheets sheet of the Company and its Subsidiaries, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its Subsidiaries, for such year, together with notes related thereto, each prepared in accordance with GAAP, GAAP consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified followed promptly thereafter (to the extent not immediately available) by certified audited financial statements accompanied by the opinion of independent public accountants of established recognized national reputationstanding selected by the Company, and a Company-prepared comparison to the Company's operating plan for such year. (iib) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second, and analysis third quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at the end of such year , and the results of operations for such year, including, but not limited toin any event within 45 days thereafter, a description consolidated balance sheet of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and consolidated statements of the first three fiscal quarters income and cash flows of the Company in each yearand its Subsidiaries, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, GAAP consistently applied (other than and setting forth in comparative form the figures for accompanying notes the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing a management discussion and analysis of Company, except that such financial statements need not contain the Company’s consolidated financial condition at notes required by GAAP. (c) As soon as practical after the end of such quarter each month and in any event within 20 days thereafter, the results Company will deliver to Purchaser a consolidated balance sheet of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during 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 GAAP 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 any planned or anticipated significant activities or events during to the upcoming months; andCompany's operating plan then in effect and approved by its Board of Directors. (cd) with reasonable promptness such other information and The Company will deliver to Purchaser an annual financial data concerning plan for the Company for the next fiscal year, no later than 45 days before the start of the Company's next fiscal year, in such manner and form as any Person entitled approved by the Board of Directors of the Company, which financial plan shall 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 end of each fiscal quarter in such fiscal year. Any material changes in such business plan shall be delivered to receive materials under each requesting Purchaser as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (e) In lieu of the financial information required pursuant to this Section 5.2 5.2, the Company may reasonably requestdeliver copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

Basic Financial Information. The Company shall furnish the following reports to each Lender, Investor so long as it such Investor is a holder of a Noteat least 10% of the issued and outstanding Series D Preferred Stock of the Company and/or Conversion Stock: (ai) as As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Company, (i) audited balance sheets annual financial statements of the Company and its subsidiaries, if any, as at the end of such year, together with audited statements of income and retained earnings and statements of cash flows of the Company for such year, together with notes related thereto, each prepared in accordance with GAAP, consistently applied, and setting out in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants including a balance sheet as of established national reputation, and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such year and statements of income and of cash flows for such fiscal year, a comparison between the results actual amounts as of operations and for such fiscal year and the comparable amounts for the prior year and as included in the Budget (as defined below) for such year, includingwith an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, but not limited toand a statement of stockholders’ equity as of the end of such year. (ii) As soon as practicable after the end of each month, a description and in any event within forty-five (45) days after the end of significant events with respect to each month, interim unaudited financial statements of the Company and its Subsidiariessubsidiaries, if any, during as at the preceding year end of such month, including balance sheets, income statements, and any planned or anticipated significant activities or events during statements of cash flow for such months and the upcoming months;year-to-date period then ended. (biii) as As soon as practicable, but in any event within 45 thirty (30) days after before the end of each of the first three fiscal quarters of the Company in each year, (i) an unaudited balance sheet at the end a budget and business plan of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, consistently applied (other than for accompanying notes and subject to changes resulting from year-end audit adjustments), and (ii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations for such quarter and the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such periods and months and, promptly after prepared, any planned other budgets or anticipated significant activities or events during revised budgets prepared by the upcoming months; andCompany. (civ) Promptly upon receipt thereof, copies of any reports submitted to the Company or any subsidiary, if any, by independent certified public accountants including, without limitation, reports in connection with reasonable promptness any examination of the financial statements of the Company and/or any subsidiary made by such accountants. (v) Such other information and relating to the financial data concerning condition, business, prospects, or corporate affairs of the Company as any Person entitled the Investor may from time to receive materials under this Section 5.2 may time reasonably request. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then, in respect of such period, the financial statements delivered pursuant to the foregoing sections shall be the consolidated financial statements of the Company and all such consolidated subsidiaries.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a NoteSignificant Holder: (ai) as As soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within 90 one hundred and eighty (180) days after the end of each fiscal year of the Company, which audit may be waived by a vote of at least two-thirds (i2/3) audited of the then outstanding Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (a “Preferred Majority”), a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related theretosuch financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company; (ii) 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 after the end of the first, second, and third quarterly accounting periods in each 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 unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with GAAP, U.S. generally accepted accounting principles consistently applied, and setting out in each case in comparative form the figures for the previous fiscal subject to changes resulting from normal year, all in reasonable detail and certified by certified independent public accountants of established national reputation, and -end audit adjustments; (iiiii) a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at As soon as practicable after the end of such year each month, and the results of operations for such year, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 thirty (30) days after the end of each of the first three fiscal quarters month, an unaudited consolidated balance sheet of the Company in each yearand its subsidiaries, (i) an unaudited balance sheet at if any, as of the end of such quartermonthly period, and unaudited consolidated statements of income, of profit income and loss and of changes in financial condition cash flows of the Company (including cash flow statements) and its subsidiaries, if any, for such period and for the current fiscal year to dateperiod, in each case prepared in accordance with GAAPU.S. generally accepted accounting principles consistently applied, consistently applied (other than for accompanying notes and subject to changes resulting from normal year-end audit adjustments), and ; (iiiv) At least thirty (30) days prior to the beginning of each fiscal year a report of the principal financial officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at the end of such quarter and the results of operations comprehensive operating budget for such quarter fiscal year including forecasted revenues, expenses and the year to date, including, but not limited cash position on a month-to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months-month basis; and (cv) with reasonable promptness such other information At least thirty (30) days after the end of each quarter, a report listing all holders of equity and financial data concerning debt securities of the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestCompany.

Basic Financial Information. The Company shall will furnish the following reports to each LenderHolder, so long which owns at least 200,000 Shares, or such number of shares of Common Stock issued upon conversion of 200,000 or more Shares, or any combination thereof (as presently constituted and subject to subsequent adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like), and to each Holder which represents that it is a holder "venture capital operating company" for purposes of Department of Labor Regulation Section 2510.3-101 (a Note:"SIGNIFICANT HOLDER"): (a) as (As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within ninety (i90) audited days thereafter, a consolidated balance sheets sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated statements of income and retained earnings and statements of cash flows of the Company and its subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by certified independent public accountants of established recognized national reputationstanding selected by the Company, and a Company prepared comparison to the Company's operating plan for such year. (iib) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second, and analysis third quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at the end of such year , and the results of operations for such year, including, but not limited toin any event within forty-five (45) days thereafter, a description consolidated balance sheet of significant events with respect to the Company and its Subsidiariessubsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and consolidated statements of the first three fiscal quarters income and cash flows of the Company in each year, (i) an unaudited balance sheet at the end of such quarter, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) its subsidiaries for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments), all in reasonable detail and (ii) a report of certified by the principal financial or accounting officer of the Company containing a management discussion and analysis Company, except that such financial statements need not contain the notes required by generally accepted accounting principles. (c) Annually (but in any event at least thirty (30) days prior to the commencement of each fiscal year of the Company’s consolidated ) the financial condition at 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 quarter and fiscal year. Any material changes in such business plan shall be submitted as promptly as practicable after such changes have been approved by the results Board of operations for such quarter and Directors of the year to date, including, but not limited to, a description of significant events with respect to the Company and its Subsidiaries, if any, during such periods and any planned or anticipated significant activities or events during the upcoming months; and (c) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 5.2 may reasonably requestCompany.

Basic Financial Information. The Company shall will furnish the following reports to each Lender, so long as it is a holder of a NotePurchaser who holds at least 200,000 Shares or Conversion Shares: (a) as As soon as practicable, but in any event within 90 days practicable after the end of each fiscal year of the Company, and in any event within ninety (i90) audited days thereafter, a consolidated (and consolidating) balance sheets sheet of the Company and its Subsidiaries, if any, as at the end of such fiscal year, together with audited and consolidated (and consolidating) statements of income and retained operations, accumulated earnings and statements of cash flows of the Company and its Subsidiaries, if any, for such year, together with notes related thereto, each prepared in accordance with GAAP, generally accepted accounting principles consistently applied, applied and setting out forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail audited (without scope limitations imposed by the Company) and certified by certified independent public accountants of established recognized national reputation, standing selected by the Company and satisfactory to the Purchasers. (iib) a report As soon as practicable after the end of the principal financial officer of the Company containing a management discussion first, second and analysis third quarterly accounting periods in each fiscal year of the Company’s consolidated financial condition at the end of such year , and the results of operations for such year, including, but not limited toin any event within forty-five (45) days thereafter, a description consolidated (and consolidating) balance sheet of significant events with respect to the Company and its Subsidiaries, if any, during the preceding year and any planned or anticipated significant activities or events during the upcoming months; (b) as soon as practicable, but in any event within 45 days after of the end of each such quarterly period, and consolidated (and consolidating) statements of the first three fiscal quarters operations, accumulated earnings and cash flows of the Company in each yearand its Subsidiaries, (i) an unaudited balance sheet at the end of such quarterif any, and unaudited statements of income, of profit and loss and of changes in financial condition of the Company (including cash flow statements) for such period and for the current fiscal year to date, in each case prepared in accordance with GAAP, generally accepted accounting principles consistently applied (other than and setting forth in comparative form the figures for accompanying notes and the corresponding periods of the previous fiscal year, subject to changes resulting from year-end audit adjustments), and (ii) a report setting forth any events which could reasonably be expected to have an adverse effect upon the Company's or any Subsidiary's finances or the results of its operations, all in reasonable detail and certified by the principal financial or accounting officer of the Company containing a management discussion and analysis of the Company’s consolidated financial condition at . (c) As soon as practicable after the end of such quarter each fiscal month and the results of operations for such quarter and the year to date, including, but not limited toin any event within thirty (30) days thereafter, a description consolidated balance sheet of significant events with respect to the Company and its Subsidiaries, if any, during as at the end of such periods 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 principals 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; (d) Each set of financial statements delivered to the Purchasers pursuant to this Section 7.1 will be accompanied by a certificate of the Chief Financial Officer of the Company setting forth: (i) Covenant Compliance - any planned or anticipated significant activities or events information required in order to establish whether the Company and its Subsidiaries were in compliance with the requirements of this Section 7 during the upcoming monthsperiod covered by the income statement then being furnished; and (cii) with reasonable promptness such other information Event of Default - that the signers have reviewed the relevant terms of this Agreement and financial data concerning have made, or caused to be made, under their supervision, a review of the transactions and conditions of the Company as and its Subsidiaries, if any, from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any Person entitled to receive materials condition or event which constitutes a breach or default under this Section 5.2 may reasonably requestAgreement, the Amended and Restated Certificate or any of the Financing Documents or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto. (e) As soon as available (but in any event thirty (30) days or more before the commencement of each fiscal year) the Company's budget and its operating plan for such fiscal year (the "Annual Plan") as 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.