Common use of Basic Financial Information Clause in Contracts

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”): (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, (x) 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, certified by independent public accountants of recognized national standing selected by the Company and (y) a capitalization table in reasonable detail; (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, (x) 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 and (y) a capitalization table in reasonable detail; and (iii) As soon as practicable after the end of each month, and in any event within thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly 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.

Basic Financial Information. The As long as least 20% of the aggregate shares of Preferred Stock issued pursuant to the Series A Purchase Agreement and Series B Purchase Agreement remain outstanding, the Company will furnish the following reports to each Holder who owns continues to hold the equivalent of at least one million five percent (1,000,0005%) Shares and/or Conversion of the outstanding shares of the applicable series of Preferred Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (eacheach such Holder, a “Significant Major Holder”): (i) As as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) 120 days after the end of each fiscal year of the Company, (x) 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 and (y) a capitalization table in reasonable detailCompany; (ii) As 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) 45 days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, (x) 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 and (y) a capitalization table in reasonable detail; andsuch financial statements may not contain accompanying notes; (iii) As as soon as practicable after the end of each month, and in any event within thirty (30) 30 days after the end of each such month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly 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 adjustmentsadjustments and such financial statements may not contain accompanying notes; (iv) at least 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); and (v) as soon as practicable after the end of each fiscal year, and in any event within 30 days thereafter, a report setting forth in detail all equity and debt holders of the Company as of the end of such year.

Basic Financial Information. The Company will furnish the following reports to (i) each Holder (other than Target Related Persons) who owns at least one million (1,000,000) 1,000,000 Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) and (eachii) upon the written request of a Target Related Person who owns at least 100,000 Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, a “Significant Holder”):stock dividends, reverse stock splits, and the like), such Target Related Person: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty eighty (120180) days after the end of each fiscal year of the Company, (x) 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, certified by an independent registered public accountants accounting firm of recognized national standing selected or an independent registered public accounting firm approved by the Company Board of Directors of the Company, and (y) a capitalization table in reasonable detail; (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 sixty (4560) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, (x) 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 adjustments, and (y) a capitalization table in reasonable detail; and; (iii) As soon as practicable after the end of each month, and in any event within thirty (30) days after the end of each monthmonth upon request of the Investors, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly 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; and (iv) At least sixty (60) days after the beginning of each fiscal year, an annual budget and business plan for such fiscal year.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns that, individually or together with such Holder’s Affiliates, holds at least one million (1,000,000) 1,000,000 Shares and/or or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, splits and the like) (each, a the “Significant HolderHolders”): (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, (x) a an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited 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, certified prepared by independent public accountants of recognized national standing selected by the Company and (y) a capitalization table in reasonable detailCompany; (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, (x) 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 and (y) a capitalization table in reasonable detail; andadjustments; (iii) As soon as practicable after the end of each month, and in any event within thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly 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; (iv) As soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the respective Investor to calculate their respective percentage equity ownership in the Company; and (v) At least thirty (30) days prior to the beginning of each fiscal year, an annual budget and business plan for such fiscal year. 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 and consolidating financial statements of the Company and all such consolidated subsidiaries.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million the Purchasers (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”or their representatives): (ia) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Companythereafter, (x) 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 retained earnings and of statement of cash flows of the Company and its subsidiaries, if anyany (collectively with the balance sheet, the "Investment Financial Statements"), for such year, prepared in accordance with U.S. generally accepted accounting principles consistently appliedapplied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by independent public accountants of recognized national standing selected by and reporting to the Board of Directors of the Company and (y) approved by the Purchasers, and including a capitalization table in reasonable detail;Company prepared comparison to budget. (iib) As soon as practicable after the end of each month and each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five thirty (4530) days after the end of the firstthereafter, second, and third quarterly accounting periods in each fiscal year of the Company, (x) 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 Investment Financial Statements 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 adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, certified by the principal financial or accounting officer of the Company. (c) If the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act", which term shall include any successor federal statute), it may in lieu of the financial information required pursuant to Sections 7.1(a) and (yb) a capitalization table in reasonable detail; andhereof provide copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively, or other then-equivalent report form. (d) Immediately upon any officer of the Company obtaining actual knowledge of the occurrence of any material violation or default by the Company or any of its subsidiaries in the performance of (i) its agreements or covenants contained herein, (ii) its material agreements or covenants contained in any other agreement to which the Company or any of its subsidiaries is a party or (iii) its agreements or covenants contained in the Certificate of Incorporation or of the occurrence of any condition, event or act which, with or without notice or lapse of time, or both, would constitute a material violation or an event of default, a written notice specifying the nature and status thereof and, what action the Company has taken, is taking and proposes to take with respect thereto. (e) Annually (but in any event not later than sixty (60) days after the commencement of each fiscal year of the Company) the yearly budget and operating plan of the Company, in such manner and form reasonably acceptable to the Purchasers and as approved by the Board of Directors of the Company, which plan shall include a projection of income and projected Investment Financial Statements as of the end of such fiscal year. Any material changes in such plan shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (f) As soon as practicable after the end of each month, transmission or occurrence and in any event within thirty ten (3010) days after thereof, (i) copies of any reports or communications delivered to any of the end Company's securityholders (in their capacity as such), any governmental entity (excluding ordinary permit applications or similar types of each monthcorrespondence and documentation in connection therewith), an unaudited consolidated balance sheet any financial institution or member of the financial community (other than correspondence and documents delivered to such financial institutions or members in the ordinary course of business which do not materially adversely impact on the Purchaser's investment in the Company) or to any other individual or entity who may receive such information by law or pursuant to a contract or other agreement with the Company (except in the ordinary course of business), including any filings by the Company, or by any of its officers or directors relating to the Company, with any securities exchange or the Commission or the National Association of Securities Dealers, Inc., (ii) notice of any event which has a material adverse effect on the Company's business, prospects or condition, financial or otherwise, or on the ability of the Company to perform its obligations under this Agreement, or under any other agreement, or on the Purchasers' investment in the Shares or in the Common Stock issuable upon conversion of the Preferred Shares, and (iii) notice of material breach or failure to comply with any representation, warranty, covenant or agreement of the Company contained herein, including the Exhibits hereto. (g) Immediately upon any principal officer of the Company or any other officer of the Company involved in its financial administration obtaining knowledge of the occurrence of any (i) "reportable event", as such term is defined in section 4043 of ERISA, other than any such event with respect to which the statutory 30-day notice requirement has been waived by regulation, or (ii) "prohibited transaction", as such term is defined in section 4975 of the Code, in connection with any plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Company has taken, is taking and proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto. (h) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries, if any, as the Purchasers may from time to time reasonably request. (i) The provisions of this Section 7.1 and Section 7.2 shall not be in limitation of any rights which the end of each such monthly period, Purchasers may have to inspect the books and unaudited consolidated statements of income and cash flows records of the Company and its subsidiaries, if anyor to inspect their properties or discuss their affairs, for finances and accounts; and, in the event that the Company is unable to comply with the provisions of Section 7.1 or 7.2, 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 in the United States to prepare promptly and furnish such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject information to changes resulting from normal year-end audit adjustmentsthe Purchasers at the Company's expense.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million (1,000,000) 20% of the Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”): (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the Company, (x) 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, all of which shall be certified by the Chief Financial Officer of the Company with regard to the 2013 fiscal year ending December 31, 2013, and all of which thereafter shall be audited and certified by independent public accountants of recognized national standing selected by the Company and (y) a capitalization table in reasonable detail;accountants. (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, (x) 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 and (y) a capitalization table in reasonable detail; andadjustments. (iii) As soon as practicable after the end of each monthpracticable, and but in any event within thirty (30) days after the end of each of calendar month, unaudited statements of income and of cash flows for such month, and an unaudited consolidated balance sheet and a statement of the Company and its subsidiaries, if any, stockholders’ equity as of the end of each such monthly periodmonth, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, all prepared in accordance with U.S. generally accepted accounting principles consistently applied, GAAP (except that such financial statements may (i) be subject to changes resulting from normal year-end audit adjustmentsadjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (iv) As soon as practicable, but in any event within thirty (30) days prior to the start of each fiscal year, a budget and business plan for such fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”):Major Investor: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the Company, (x) a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and unaudited 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; (ii) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited 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, certified by independent public accountants of recognized national standing selected by the Company and (y) a capitalization table in reasonable detailCompany, unless waived by the holders of at least 60% of the outstanding Registrable Securities; (iiiii) 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, (x) 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 and (y) a capitalization table in reasonable detail; andadjustments; (iiiiv) As soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company; (v) As soon as practicable after the end of each month, and in any event within thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly periodmonth, 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; (vi) At least thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget, including a detailed marketing plan and capital expenditures budget, as approved by the Company’s board of directors, including a majority of the Preferred Directors (as defined below), forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year; and (vii) Such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as a Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (vi) or any other subsection of Section 2.1 to provide information (i) to a competitor of the Company (it being understood and agreed that none of Maveron Equity Partners V, L.P. and its affiliated entities (“Maveron”), New Enterprise Associates 15, Limited Partnership and its affiliated entities (“NEA”), Pivotal Alpha Limited and its affiliated entities (“Pivotal”), the FF Investor or FF Beneficial Investor or any FF Permitted Transferee, Coöperatieve Gilde Healthcare V U.A. Partners and its affiliated entities (“Gilde”), Longitude Venture Partners IV, L.P. and its affiliated entities (“Longitude” and together with Maveron, Pivotal, the FF Investor, FF Beneficial Investor, Gilde and Longitude, the “Significant Holders”)) will be deemed to be a competitor of the Company), (ii) that it deems in good faith to be a trade secret or similar confidential proprietary information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel or violate the Company’s confidentiality obligations to any third party.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”):Major Investor: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the Company, (x) a an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and unaudited 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; (ii) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited 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, certified by independent public accountants of recognized national standing selected by the Company and (y) Company, unless waived by the holders of a capitalization table in reasonable detailmajority of the outstanding Shares; (iiiii) 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, (x) 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 and (y) a capitalization table in reasonable detail; andadjustments; (iiiiv) As soon as practicable after the end of each month, and in any event within thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly periodmonth, 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 yearend audit adjustments; (v) At least thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget, including a detailed marketing plan and capital expenditures budget, as approved by the Company’s board of directors, forecasting the Company’s revenues, expenses, and cash position on a monthto- month basis for the upcoming fiscal year; and (vi) Such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as a Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subSection (vi) or any other subSection of Section 2.1 to provide information (i) to a competitor of the Company (it being understood and agreed that none of Maveron Equity Partners V, L.P. and its affiliated entities (“Maveron”), New Enterprise Associates 15, Limited Partnership and its affiliated entities (“NEA”), Pivotal Alpha Limited and its affiliated entities (“Pivotal”) or the FF Investor or FF Beneficial Investor or any FF Permitted Transferee will be deemed to be a competitor of the Company), (ii) that it deems in good faith to be a trade secret or similar confidential proprietary information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel or violate the Company’s confidentiality obligations to any third party.

Basic Financial Information. The Company will furnish the following reports to each Holder Investor who owns at least one million (1,000,000) 300,000 Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”): (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, (x) 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, certified by independent public accountants of recognized national standing selected by the Company and (y) a capitalization table in reasonable detail;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 thirty (4530) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, (x) 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 and (y) a capitalization table in reasonable detail; andadjustments. (iii) As soon as practicable after the end of the third quarterly accounting period in each monthfiscal year of the Company, and in any event within thirty (30) days after prior to the end beginning of each month, an unaudited consolidated balance sheet fiscal year of the Company and its subsidiariesCompany, if any, as a copy of the end of each such monthly 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 adjustmentsCompany’s annual operating plan.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million the Purchasers (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”or their representatives): (ia) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Companythereafter, (x) 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 retained earnings and of statement of cash flows of the Company and its subsidiaries, if anyany (collectively with the balance sheet, the "Investment Financial Statements"), for such year, prepared in accordance with U.S. generally accepted accounting principles consistently appliedapplied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by independent public accountants of nationally recognized national standing selected by and reporting to the Board of Directors of the Company and (y) approved by the Purchasers, and including a capitalization table in reasonable detail;Company prepared comparison to budget. (iib) As soon as practicable after the end of each month and each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five thirty (4530) days after the end of the firstthereafter, second, and third quarterly accounting periods in each fiscal year of the Company, (x) 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 Investment Financial Statements 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 adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, certified by the principal financial or accounting officer of the Company. (c) If the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act," which term shall include any successor federal statute), it may in lieu of the financial information required pursuant to Sections 6.1(a) and (yb) a capitalization table in reasonable detail; andhereof provide copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively, or other then-equivalent report form. (d) Immediately upon any officer of the Company obtaining actual knowledge of the occurrence of any material violation or default by the Company or any of its subsidiaries in the performance of (i) its agreements or covenants contained herein, (ii) its material agreements or covenants contained in any other agreement to which the Company or any of its subsidiaries is a party or (iii) its agreements or covenants contained in the Certificate of Incorporation or of the occurrence of any condition, event or act which, with or without notice or lapse of time, or both, would constitute a material violation or an event of default, a written notice specifying the nature and status thereof and, what action the Company has taken, is taking and proposes to take with respect thereto. (e) Annually, but in any event no later than sixty (60) days after the commencement of each fiscal year of the Company, the yearly budget and operating plan of the Company, in such manner and form reasonably acceptable to the Purchasers and as approved by the Board of Directors of the Company, which plan shall include a projection of income and projected Investment Financial Statements as of the end of such fiscal year. Any material changes in such plan shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (f) As soon as practicable after the end of each month, transmission or occurrence and in any event within thirty ten (3010) days after thereof, (i) copies of any reports or communications delivered to any of the end Company's security holders (in their capacity as such), any governmental entity (excluding ordinary permit applications or similar types of each monthcorrespondence and documentation in connection therewith), an unaudited consolidated balance sheet any financial institution or member of the financial community (other than correspondence and documents delivered to such financial institutions or members in the ordinary course of business which do not materially adversely impact on the Purchaser's investment in the Company) or to any other individual or entity who may receive such information by law or pursuant to a contract or other agreement with the Company (except in the ordinary course of business), including any filings by the Company, or by any of its officers or directors relating to the Company, with any securities exchange or the Commission or the National Association of Securities Dealers, Inc., (ii) notice of any event which has a material adverse effect on the Company's business, prospects or condition, financial or otherwise, or on the ability of the Company to perform its obligations under this Agreement, or under any other agreement, or on the Purchasers' investment in the Series C Preferred Shares or in the Common Stock issuable upon conversion of the Series C Preferred Shares, and (iii) notice of material breach or failure to comply with any representation, warranty, covenant or agreement of the Company contained herein, including the Exhibits hereto. (g) Immediately upon any principal officer of the Company or any other officer of the Company involved in its financial administration obtaining knowledge of the occurrence of any (i) "reportable event," as such term is defined in section 4043 of ERISA, other than any such event with respect to which the statutory 30-day notice requirement has been waived by regulation, or (ii) "prohibited transaction," as such term is defined in section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), in connection with any plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Company has taken, is taking and proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect thereto. (h) With reasonable promptness, such other information and data with respect to the Company and its subsidiaries, if any, as the Purchasers may from time to time reasonably request. (i) The provisions of this Section 6.1 and Section 6.2 shall not be in limitation of any rights which the end of each such monthly period, Purchasers may have to inspect the books and unaudited consolidated statements of income and cash flows records of the Company and its subsidiaries, if anyor to inspect their properties or discuss their affairs, for finances and accounts; and, in the event that the Company is unable to comply with the provisions of Section 6.1 or 6.2, 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 in the United States to prepare promptly and furnish such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject information to changes resulting from normal year-end audit adjustmentsthe Purchasers at the Company's expense.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million (1,000,000) 5,000,000 Shares and/or shares of Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (eacheach such Holder, a “Significant Holder”): (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty eighty (120180) days after the end of each fiscal year of the Company, (x) a an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited 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, certified by independent public accountants of recognized national standing selected by the Company and (y) a capitalization table in reasonable detailCompany; (ii) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the CompanyCompany following the date of this Agreement, 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, (x) 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 and (y) a capitalization table in reasonable detail; andadjustments; (iii) As soon as practicable after the end of each monthmonth following the date of this Agreement, and in any event within thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly 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; (iv) An operating plan prior to the beginning of each fiscal year following the date of this Agreement; and (v) Copies of all other reports and information that are delivered to all other stockholders of the Company.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million the Purchasers (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”or their representatives): (ia) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Companythereafter, (x) 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 retained earnings and of statement of cash flows of the Company and its subsidiaries, if anyany (collectively with the balance sheet, the "Investment Financial Statements"), for such year, prepared in accordance with U.S. generally accepted accounting principles consistently appliedapplied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by independent public accountants of nationally recognized national standing selected by and reporting to the Board of Directors of the Company and (y) approved by the Purchasers, and including a capitalization table in reasonable detail;Company prepared comparison to budget. (iib) As soon as practicable after the end of each month and each of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five thirty (4530) days after the end of the firstthereafter, second, and third quarterly accounting periods in each fiscal year of the Company, (x) 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 Investment Financial Statements 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 adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, certified by the principal financial or accounting officer of the Company. (c) If the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act", which term shall include any successor federal statute), it may in lieu of the financial information required pursuant to Sections 6.1 (a) and (yb) a capitalization table in reasonable detail; andhereof provide copies of its annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively, or other then-equivalent report form. (d) Immediately upon any officer of the Company obtaining actual knowledge of the occurrence of any material violation or default by the Company or any of its subsidiaries in the performance of (i) its agreements or covenants contained herein, (ii) its material agreements or covenants contained in any other agreement to which the Company or any of its subsidiaries is a party or (iii) its agreements or covenants contained in the Certificate of Incorporation or of the occurrence of any condition, event or act which, with or without notice or lapse of time, or both, would constitute a material violation or an event of default, a written notice specifying the nature and status thereof and, what action the Company has taken, is taking and proposes to take with respect thereto. (e) Annually, but in any event no later than sixty (60) days after the commencement of each fiscal year of the Company, the yearly budget and operating plan of the Company, in such manner and form reasonably acceptable to the Purchasers and as approved by the Board of Directors of the Company, which plan shall include a projection of income and projected Investment Financial Statements as of the end of such fiscal year. Any material changes in such plan shall be submitted as promptly as practicable after such changes have been approved by the Board of Directors of the Company. (f) As soon as practicable after the end of each month, transmission or occurrence and in any event within thirty ten (3010) days after the end thereof, (i) copies of each month, an unaudited consolidated balance sheet any reports or communications delivered to any of the Company Company's securityholders (in their capacity as such), any governmental entity (excluding ordinary permit applications or similar types of correspondence and its subsidiariesdocumentation in connection therewith), if any, as any financial institution or member of the end financial community (other than correspondence and documents delivered to such financial institutions or members in the ordinary course of each business which do not materially adversely impact on the Purchaser's investment in the Company) or to any other individual or entity who may receive such monthly period, and unaudited consolidated statements of income and cash flows of information by law or pursuant to a contract or other agreement with the Company and (except in the ordinary course of business), including any filings by the Company, or by any of its subsidiariesofficers or directors relating to the Company, if anywith any securities exchange or the Commission or the National Association of Securities Dealers, 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.Inc.,

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”):: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, (x) a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, year and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, in each case, audited and certified by independent public accountants of regionally recognized standing selected by the Company and prepared in accordance with U.S. generally accepted accounting principles consistently applied, certified by independent public accountants applied (the “Financial Statements”) and a comparison between (x) the actual amounts as of recognized national standing selected by the Company and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Company’s Budget (as defined below), with an explanation of any material differences between such amounts and a capitalization table in reasonable detailschedule as to the sources and applications of funds for such year; (ii) As soon as practicable before the end of each fiscal year, and in any event within thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis and forecasting the Company’s revenues, expenses and cash position, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (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 forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, : (xi) 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 and (yii) a capitalization table table, on a fully diluted basis, setting forth all holders of capital stock of the Company and options to purchase capital stock of the Company together with details of unexercised and unvested options and detailing any share transfers since the delivery of the previous capitalization table, all in reasonable detail; andsufficient detail as to permit the Significant Holders to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (iiiiv) As soon as practicable after with respect to the end of each month, financial statements called for in Subsection 3.1(a)(i) and in any event within thirty (30) days after the end of each month3.1(a)(iii), an unaudited consolidated balance sheet instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its subsidiariesresults of operation for the periods specified therein; and (v) such other information relating to the financial condition, if anybusiness, as of the end of each such monthly periodprospects, and unaudited consolidated statements of income and cash flows or corporate affairs of the Company and its subsidiariesas any Significant Holder may from time to time reasonably request; provided, if anyhowever, 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.that the Company shall not be obligated under this Subsection

Basic Financial Information. The Company will furnish the following reports to each Holder Investor who owns at least one million (1,000,000) 100,000 Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”): (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, (x) 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, certified by independent public accountants of recognized national standing selected by the Company and (y) a capitalization table in reasonable detail;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, (x) 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 and (y) a capitalization table in reasonable detail; andadjustments. (iii) As as soon as practicable after the end of each monthpracticable, and but in any event within thirty (30) days after of the end of each month, an unaudited consolidated income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of the Company and its subsidiaries, if any, stockholders’ equity as of the end of each such monthly periodmonth, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, all prepared in accordance with U.S. generally accepted accounting principles consistently applied, (except that such financial statements may (i) be subject to changes resulting from normal year-end audit adjustmentsadjustments and (ii) not contain all notes thereto that may be required in accordance with U.S. generally accepted accounting principles). (iv) as soon as practicable, but in any event forty-five (45) days before the end of each fiscal year, a comprehensive operating budget and business plan, as approved the Board, for the next fiscal year which forecasts the Company’s revenues, expenses and cash position (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any revisions to such budgets prepared by the Company.

Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least one million (1,000,000) Shares and/or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (each, a “Significant Holder”):: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the Company (or such longer period as may be authorized by the Board (including a majority of the Preferred Directors (as defined in the Company’s Amended and Restated Certificate of Incorporation))), (x) a an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared by a regionally recognized auditor approved by the Board, in accordance with U.S. generally accepted accounting principles consistently applied, certified by independent public accountants the Chief Financial Officer of recognized national standing selected by the Company and (y) a capitalization table in reasonable detailCompany; (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-forty five (45) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the CompanyCompany (or such longer period as may be authorized by the Board (including a majority of the Preferred Directors), (x) 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 and (y) a capitalization table in reasonable detail; andadjustments; (iii) As soon as practicable after the end of each month, and in any event within thirty (30) days after the end of each monthmonth (or such longer period as may be authorized by the Board), an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such monthly periodmonth, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such periodmonth, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments; and (iv) As soon as practicable before the end of each fiscal year of the Company, and in any event within thirty (30) days before the end of each fiscal year of the Company (or such longer period as may be authorized by the Board (including a majority of the Preferred Directors), an annual operating plan and budget of the Company and its subsidiaries, if any subsidiaries, as at the end of such fiscal year.