Common use of Delivery of Financial Statements Clause in Contracts

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board Holder of Directors has not reasonably determined that such Investor is a Competitor at least 100,000 shares of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty eighty (120180) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(c)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of regional or national reputation and recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, an unaudited statements statement of income and cash flows flow for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; , and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event no later than thirty (30) days before the end of each fiscal year, a budget for the next fiscal year (the “Budget”), approved by the Board of Directors; (d) with respect to the financial statements called for in Subsection 3.1(a) and Subsection 3.1(b) an instrument executed by the chief financial officer, treasurer or 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 (except as otherwise set forth in Subsection 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information to any Investor if it determines in good faith that disclosure of such information would (i) be disadvantageous to the Company from a competitive standpoint, (ii) breach any confidentiality obligation of the Company, (iii) provide access to, or otherwise result in the disclosure of, any trade secret of the Company, (iv) otherwise pertain to an actual or potential conflict of interest or (v) adversely affect the attorney-client privilege between the Company and its counsel. Notwithstanding anything to the contrary contained in this Agreement, the foregoing clauses (i) and (iv) shall not be deemed to prevent the investment, legal, finance, tax, accounting and audit personnel of Pfizer and its Affiliates from obtaining access to information under this Section 3.1 relating to the financial condition of the Company solely for the purpose of managing, evaluating and reporting on Pfizer’s investment in the Company. 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company Until the Corporation becomes a public company subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act, the Corporation shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyParty: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Corporation, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Corporation and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with IFRS, and audited and certified by independent public accountants of nationally recognized standing selected by the Corporation; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holidayCorporation, the reporting day will be the next business dayan unaudited balance sheet, unaudited statements income statement and statement of income and cash flows for and as of such fiscal quarter, quarter and an unaudited balance sheet a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP IFRS; (except that c) within thirty (30) days of the end of each month, the monthly consolidated cash balance of the Corporation and its Subsidiaries; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Corporation; (e) copies of all documents sent by the Corporation to all stockholders; (f) concurrently with each delivery of financial statements may pursuant to clauses (a) and (b) above, written confirmation (i) be subject to normal year-end audit adjustments; of the Corporation’s compliance with Section 7.9 and (ii) not contain all notes thereto that, except as otherwise described in such confirmation, to the Corporation’s knowledge, neither the Corporation nor any of its Subsidiaries, nor any of its or their respective directors, officers, employees, agents or contractors, has (x) violated the policies and procedures maintained pursuant to Section 7.9 (in case, to the extent the same are applicable to any such Person) or (y) has engaged in any activities in relation to the Corporation or any such Subsidiary that constitute a violation of any Corrupt Practices Law; and (g) such other information relating to the financial condition, business or corporate affairs of the Corporation as such Investor Party may be required in accordance with GAAP)from time to time reasonably request; Ifand if, for any period, the Company Corporation has any subsidiary Subsidiary whose accounts are consolidated with those of the CompanyCorporation, then in respect of such period the financial statements delivered pursuant to the foregoing sections provisions of this Section 7.1 shall be the consolidated and consolidating financial statements of the Company Corporation and all such consolidated subsidiariesSubsidiaries. Notwithstanding anything else in this Subsection 3.1 Section 7.1 to the contrary, the Company Corporation may cease providing the information set forth in this Subsection 3.1 Section 7.1 during the period starting with the date thirty - sixty (30-60) days before the CompanyCorporation’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC Commission rules applicable to such registration statement and related offering; provided provided, that the CompanyCorporation’s covenants under this Subsection 3.1 Section 7.1 shall be reinstated at such time as the Company Corporation is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that Major Investor (as hereinafter defined) (other than a Holder reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company (provided that if and statement of stockholders’ equity as of the last day is end of such year, and a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and audited by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarter, and an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event within thirty (30) days after the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in no event after January 31 of any given fiscal year, a budget and business plan for such fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections 2.1(b) and 2.1(c) above, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financial statements were prepared in accordance with GAAP (except with the exception of footnotes that such may be required by GAAP) consistently applied with prior practice for earlier periods and fairly present the financial statements may (i) be condition of the Company and its results of operations for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that Investor (other than an Investor reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally or regionally recognized standing selected by the Company; provided; however, that the year-end financial reports for the fiscal year ended December 31, 2009 shall be unaudited and may be delivered by the Company more than ninety (90) days after the end of the 2009 fiscal year; (b) 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 Company, a summary of the Company’s financial performance over the previous quarter, with comparisons to the Company’s annual budget and to the prior year; (provided that if c) within thirty (30) days of the last day is end of each month, an unaudited income statement and a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, and an unaudited balance sheet for and as of the end of such month, with comparisons to the Company’s annual budget and to the prior year; (d) as soon as practicable, but in any event prior to the end of each fiscal quarteryear, all a budget and strategic business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company; (e) with respect to the financial statements called for in Sections 2.01(b) and 2.01(c), an instrument executed by the Chief Executive Officer or Chief Financial Officer of the Company and certifying on behalf of the Company that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and (ii) not contain all notes thereto provided, that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all to change its accounting principles consistent with GAAP, if the Board or a committee thereof determines that it is in the best interest of the Company to do so; and (f) such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company as such Investor or any assignee of such Investor may from time to time reasonably request, or promptly after transmission or occurrence (but in any event within 10 days) such other reports, including any non-routine communications with shareholders or the financial community, the Company’s accountants and business consultants, governmental agencies and authorities, any reports filed by the Company or its officers, directors and representatives with any securities exchange or the SEC and notice of any event which would have a significant effect on the Company’s business prospects or financial condition or on the Investors’ investments; provided, however, that the Company shall not be obligated under this Section 2.01 to provide information that it deems in good faith to be a trade secret or similar confidential information, and provided further that the Company may cease providing require the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate Investor to execute a confidentiality and nondisclosure agreement prior to disclosure of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to any such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that Major Investor and to shareholders designated as representatives for such Investor is a Competitor of the Companypurpose by each Major Investors Group: (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and (iii) a statement of stockholders’ equity as audited and certified by an accounting firm associated with one of the end of such year"Big 4" US accounting firms selected by the Company; (b) as soon as practicable, but in any event within ninety (90) 45 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter, all reviewed by an accounting firm associated with one of the "Big 4" US accounting firms selected by the Company; (c) within 14 days of the end of each month, a monthly report in a form agreed by the Board of Directors; (d) as soon as practicable, but in any event 45 days prior to the end of each fiscal year, a budget and operating plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that for so long as such Investor is (together with its affiliates) holds at least 1,342,474 shares of Preferred Stock (as adjusted for stock splits, stock dividends, recapitalizations, reclassifications, combinations and the like) (a Competitor “Major Investor”): (a) as soon as practicable (but no later than seventy-five (75) days) after the end of each fiscal year of the Company:, an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, a statement of stockholder’s equity as of the end of such year and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on an consolidated basis and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (ab) as soon as practicable (but no later than forty-five (45) days) after the end of each fiscal quarter of the Company, an unaudited income statement, balance sheet and statement of cash flows for and as of the end of such quarter, such unaudited financial statements to be in reasonable detail and on a consolidated basis; (c) as soon as practicable, but in any event within one hundred twenty at least thirty (12030) days after prior to the end of each fiscal year year, an annual operating plan, prepared on a monthly basis, for the next fiscal year; and (d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company (i) a balance sheet as of the end of certifying that to his or her knowledge, such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveadjustment.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 1,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, provided that the Board of Directors has not reasonably determined that such Investor is dividend, combination or other recapitalization) (a Competitor of the Company:“Major Investor”): (a) as soon as practicable, but in any event within one hundred twenty eighty (120180) days after the end of each fiscal year of the Company (i) Company, for the fiscal years following December 31, 2013, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and, as determined and approved by the Company’s Board of Directors, audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of and (c) such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business or corporate affairs of the Company as the Major Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (c) or any other subsection of Section 2.1 to provide information that (i) it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and all such consolidated subsidiaries. its counsel. (d) Notwithstanding anything else in this Subsection 3.1 Section 2.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 Section 2.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 Section 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing approved by the Board; (b) as soon as practicable, but in any event within ninety (90) 45 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within 30 days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail and showing variances from the budget and business plan called for in subjection (d) of this Section 2.1; (d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget, business and operating plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying on behalf of the Company that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board or a committee thereof determines that it is in the best interest of the Company to do so. Notwithstanding the foregoing, the Company shall not be obligated under this Subsection 2.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company); and or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. Each Investor agrees that such Investor will keep confidential and will not contain all notes thereto that may be required in accordance with GAAP); Ifdisclose, divulge, or use for any period, purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company has any subsidiary whose accounts are consolidated with those pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), then unless such confidential information (a) is known or becomes known to the public in respect general (other than as a result of a breach of this Subsection 2.1 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its and its affiliates’ (including for purposes of this Agreement and without limitation attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company); (ii) to any of its or its affiliates’ (affiliate to include for purposes of this Agreement and without limitation any manager or managing member or general partner or management company) existing or prospective affiliate, partner, member, stockholder, or wholly owned subsidiary of such period Investor in the financial statements delivered pursuant ordinary course of business, provided that such Investor informs such person or entity that such information is confidential and directs such person or entity to maintain the foregoing sections confidentiality of such information, or (iii) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, however, that the Investor shall not be required to so notify the consolidated and consolidating financial statements Company of any disclosure made in connection with a regulator’s examination or inspection of such Investor or any its affiliates). Each Investor’s obligation under this Section 2.1 to keep confidential, not disclose, divulge or use confidential information shall terminate on the earlier of the initial public filing of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to or the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before declaration or ordering of effectiveness of any registration statement or document by the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The (a) At any time that the Preferred Stock or any Conversion Stock received on conversion thereof is outstanding and the Company does not and is not required to file periodic reports with the SEC, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (ai) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, consolidated financial statements of the Company (i) and its Subsidiaries consisting of an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such yearsheet, and (iii) a statement of stockholders’ stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by a nationally recognized accounting firm selected by the Company; (bii) as soon as practicable, but in any event within ninety sixty (9060) days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, unaudited consolidated financial statements of the Company and its Subsidiaries consisting of an unaudited income and statement for such quarter, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such quarter; (iii) as soon as practicable, but within 30 days after the end of each fiscal quartermonth, all a management information package reflecting the monthly financial and operating performance of the Company; (iv) with respect to the financial statements called for in Section 6.1(a)(ii), an instrument executed by the Chief Financial Officer or 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 (except with the exception of footnotes that such may be required by GAAP) and fairly present in all material respects the financial statements may (i) be condition of the Company and its Subsidiaries and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveadjustment.

Delivery of Financial Statements. The Company shall deliver -------------------------------- to each InvestorInvestor holding not less than 200,000 shares of Registrable Securities (as determined in accordance with Section 3.9 of this Agreement and as adjusted for recapitalizations, provided that stock splits, stock dividends and the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:like): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), ---- and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; and (c) with respect to the financial statements called for in subsection (b) of this Section 2.1, all an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operations for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investorthe Purchaser so long as it holds (i) shares of Stock with respect to the information provided for in subsection (a) and (ii) not less than 100,000 shares of Stock with respect to the information provided for in subsections (b)-(e) (adjusted for subsequent stock splits, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:stock dividends or recapitalization): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if Company, an unaudited profit or loss statement and schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements sources and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter, all prepared quarter in accordance with GAAP reasonable detail; (except that such financial statements may c) within thirty (i30) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those days of the Companyend of each month, then in respect an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such period month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) such other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Purchaser or any assignee of the Purchaser may from time to the contrarytime request, provided, however, that the Company may cease providing the shall not be obligated to provide information set forth which it deems in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-good faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveproprietary.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board Holder of Directors has not reasonably determined that such Investor is a Competitor at least 500,000 shares of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company ending after the date hereof, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, a summary of bookings and backlog and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the beginning of each fiscal year, all monthly financial projections for such fiscal year, operating budgets for such fiscal year and a fiscal business plan in reasonable detail; and (d) with respect to the financial statements called for in subsections (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal and recurring year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting change its accounting principles consistent with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveGAAP.

Delivery of Financial Statements. The If the Company does not comply with the periodic reporting requirements of Section 15(d) of the Securities Exchange Act, the Company shall deliver to each Investor, provided that Investor the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing: (a1) as soon as practicablepracticable in fiscal year 2002, but and in any event within one hundred twenty (120) 90 days after the end of each fiscal year beginning in fiscal year 2003 of the Company, an income statement for such fiscal year, a balance sheet of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of a cash flows for flow statement, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and (iii) a statement audited and certified by independent public accountants of stockholders’ equity as of nationally recognized standing selected by the end of such yearCompany; (b2) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited statement of operations, cash flow analysis and balance sheet for and as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that reasonable detail; such financial quarterly statements may (i) be subject shall also compare actual performance to normal year-end audit adjustments; budget and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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 prior year's comparable period; (3) on a monthly basis, a copy of any materials prepared and distributed to the consolidated and consolidating financial statements Board of Directors of the Company in connection with Board meetings; (4) within 60 days after the close of each fiscal year, a comprehensive operating budget for the next fiscal year forecasting the Company's revenues, expenses and all cash position, prepared on a quarterly basis, including balance sheets and cash flow statements for such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 quarters and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (5) with reasonable promptness, such other information and data with respect to the contraryCompany as Investor may from time to time reasonably request; provided, however, that the Company may cease providing the shall not be obligated pursuant to this clause (f) to provide any information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if which it reasonably concludes it must do so considers to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret, or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyPurchaser: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year, and (iii) a statement of stockholders’ equity as of the end of such year;, all such financial statements audited and certified by independent public accountants selected by the Company, and the chief financial officer and chief executive officer of the Company shall certify in writing 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 results of operation for the periods specified therein; and (b) as soon as practicable, but in any event within ninety forty five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business dayCompany, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, and the chief financial officer and chief executive officer of the Company has any subsidiary whose accounts are consolidated shall certify in writing that such financial statements were prepared in accordance with those of the Company, then GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in respect of such period this Section 4.12(b)) and fairly present the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to its results of operation for the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveperiods specified therein.

Delivery of Financial Statements. The In the event that the Company becomes no longer subject to, or has failed to comply with for a period of ninety (90) days, the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Company shall deliver to each Investor, the Investor (provided that the Board Investor and its affiliated entities hold not less than 250,000 shares of Directors has not reasonably determined that such Investor is a Competitor of the Company:Registrable Securities (as adjusted for stock splits, etc.): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and (f) such consolidated subsidiaries. Notwithstanding anything else in other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Subsection subsection (f) or any other subsection of Section 3.1 to the contrary, the Company may cease providing the provide information set forth which it deems in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-good faith estimate of the date of filing of to be a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivetrade secret or similar confidential information.

Delivery of Financial Statements. The Commencing with the fiscal year beginning January 1, 2012, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) 150 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and, audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety (90) 45 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all prepared but in accordance any event within 30 days after the end of each calendar month, an unaudited profit or loss statement, a statement of cash flows for such calendar month and an unaudited balance sheet as of the end of such calendar month; (d) as soon as practicable, but in any event within 30 days prior to the end of each fiscal year of the Company, a preliminary annual budget of the Company; (e) as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, a final annual budget of the Company approved by the Board of Directors; (f) with GAAP respect to the financial statements called for in subsections (except b) and (c) of this Section 2.1, an instrument executed on behalf of the Company by the Chief Financial Officer or President of the Company and certifying on behalf of the Company that such financials fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) adjustment, provided that the foregoing shall not contain all notes thereto that may be required in accordance restrict the right of the Company to change its accounting principles consistent with GAAP); If, for any periodif the Board of Directors (or a committee thereof) determines that it is in the best interest of the Company to do so. Notwithstanding the foregoing, even if GE is no longer a Major Investor, the Company has agrees to deliver to GE the financial statements described in clauses (a), (b) and (c) so long as GE owns any subsidiary whose accounts are consolidated with those securities of the Company, then provided that GE is not in respect material breach of such period the financial statements delivered its covenants pursuant to the foregoing sections shall be following sentence (such covenants, the consolidated and consolidating financial statements “GE Confidentiality Covenants”). By its execution of this Agreement, GE covenants that it will (1) treat as confidential any Information in accordance with the terms of the Side Letter, dated as of May 6, 2010, between the Company and all GE, (2) use safeguards for protecting such consolidated subsidiaries. Notwithstanding anything else Information, and (3) disclose or make such Information available to any third party solely in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting connection with the date thirty - sixty (30-60) days before GE’s investment decisions concerning the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The So long as a Member holds Units, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyMember: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year Fiscal Year of the Company, income statement, balance sheet, statement of operations, statement of Members' equity and statement of cash flows of the Company (i) a balance sheet for and as of the end of such yearFiscal Year, (ii) statements of income and of cash flows for such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and (iii) accompanied by an audit opinion by an independent public accounting firm of nationally recognized standing selected by the Company; and together with a statement showing the number of stockholders’ equity as of Units outstanding at the end of such yearthe period, all in sufficient detail as to permit the Member to calculate its percentage equity ownership in the Company; (b) as soon as practicable, but in any event within ninety (90) 60 days after the end of each of the second quarter first three quarters of each fiscal year Fiscal Year of the Company, an unaudited income statement, balance sheet, statement of operations, statement of members' equity and statement of cash flows of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements of income for and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all and in any event within 30 days after the end of each month, unaudited income statement, balance sheet, statement of operations, statement of members' equity and statement of cash flows of the Company for such month and for the current Fiscal Year to date, if prepared in the ordinary course of business, including a comparison to plan figures for such period; (d) as soon as practicable, but in any event 30 days prior to the beginning of each Fiscal Year, an annual budget and operating plans for such Fiscal Year, prepared on a monthly basis, including balance sheets, sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets; (e) with respect to the financial statements called for in Section 12.3(a) of this Agreement an instrument executed by the Chief Financial Officer or President of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveadjustment.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the CompanyCompetitor: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company commencing with fiscal year 2020 (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter four (4) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business dayCompany, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the four (4) 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, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors 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; and (e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or similarly confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The At any time that the Company is not required to file periodic reports with the SEC, the Company shall deliver to each the Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by (i) a “Big 4” independent (or its successor) accounting firm selected by the Company or (ii) a Nationally recognized accounting firm reasonably acceptable to the Investor; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement for such quarter, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail; (d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iie) not contain all notes thereto notices of events that have or may be required in accordance with GAAP); If, for any period, have a material effect on the Company has as soon as practicable following the occurrence of any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period event; and (f) such other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime reasonably request; provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (e) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall will deliver to each Investor, provided that Director on the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyDirectors: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited audited consolidated balance sheet of the Company and its subsidiaries as of the end of such fiscal quarteryear and the related audited consolidated statements of income, all stockholders' equity and cash flows for the fiscal year then ended, prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and certified by a firm of independent public accountants of recognized international standing selected by the Board of Directors of the Company, provided, however, that nothing herein shall be deemed to excuse a director of the Company from his or her duties or liabilities as a director of the Company; (b) as soon as practicable, but in any event within twenty (20) days after the end of each month in each fiscal year (other than the last month in each fiscal year), beginning with the month ending October 31, 2002, a consolidated balance sheet of the Company and its subsidiaries, and the related consolidated statements of income, stockholders' equity and cash flows, unaudited but prepared in accordance with GAAP (except that and certified by the chief financial officer of the Company, such financial consolidated balance sheet to be as of the end of such month and such consolidated statements may of income, stockholders' equity and cash flows to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each case with comparative statements for the prior fiscal year, and the projected budget; and, at the time of delivery of each such monthly statement, a management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations, and a status report with respect to the following: (i) be subject to normal year-end audit adjustmentsthe Support Services Agreement, dated October 24, 2001, among the Company, Gateway Japan Inc. and the Company's Cayman subsidiary, Vsource (CI) Ltd. (the "GATEWAY CONTRACT"), including the Company's compliance with the Service Levels (as such term is defined in the Gateway Contract); and (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those MSC status of the Company's Malaysian subsidiary, then Vsource (Malaysia) Sdn Bhd; (c) as soon as practicable, but in any event at least by the start of each fiscal year, a revolving three year business plan; and (d) as early as practicable, but in any event at least no later than thirty (30) days prior to the start of each fiscal year, a business plan, consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of such period the financial statements delivered pursuant fiscal year, all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any revisions to the foregoing sections shall be the consolidated and consolidating financial statements any of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveforegoing.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyHolder: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company and all being prepared in accordance with GAAP; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business dayCompany, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); and (c) with respect to the financial statements called for in Section 3.1(a) and Section 3.1(b) an 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 (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein. 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. Notwithstanding anything else in this Subsection Section 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection Section 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board Holder of Directors has not reasonably determined that such Investor is a Competitor at least 400,000 shares of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each InvestorInvestor holding, provided that the Board and to transferees of, at least 100,000 shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each InvestorInvestor holding, provided that and to transferees of, at least 250,000 shares of Registrable Securities, other than a Holder reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event thirty (30) days prior to the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and (e) such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company may cease providing as the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate Investor or any assignee of the date of filing of a registration statement if it Investor may from time to time reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided request, PROVIDED, HOWEVER, that the Company’s covenants Company shall not be obligated under this Subsection 3.1 shall subsection (e) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a cash flow statement for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("gaap"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is Company, an unaudited income statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows flow statement for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including income statements, balance sheets, and cash flow statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in subsection (b) of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP gaap consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by gaap) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iie) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in as the Investor or any assignee of the Investor may from time to time request, provided, however, that the Company shall not be obligated under this Subsection subsection (e) or any other subsection of Section 3.1 to the contrary, the Company may cease providing the provide information set forth which it deems in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-good faith estimate of the date of filing of to be a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivetrade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each InvestorHolder of at least 250,000 shares of Registrable Securities, provided that (except for a Holder reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend Company, an unaudited profit or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, loss statement and an unaudited balance sheet as of the end of such fiscal quarter and as of the end of each month during such quarter, all in reasonable detail and prepared in accordance with GAAP; (c) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months, and, as soon as prepared, any other budgets or revised budgets prepared by the Company and approved by the board of directors; (d) with respect to such financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate exception of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.footnotes that

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter and a capitalization table as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iie) not contain all notes thereto that may be required as soon as practicable, but in accordance with GAAP); If, for any period, event within forty-five (45) days of the Company has any subsidiary whose accounts are consolidated with those end of each quarter of each fiscal year 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before a written executive summary detailing the Company’s good-faith estimate business and financial condition, business prospects, cash flow forecast and future financing plans; and (f) written notice to attend, at such Investor’s own expense, an annual meeting of the date of filing of stockholders which shall include a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement business and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivefinancial update.

Delivery of Financial Statements. (a) The Company shall deliver to each Investor, provided that Holder who holds any shares of Preferred Stock or the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyshares issued or issuable upon conversion thereof: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company's Board of Directors; and (ii) 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 (provided that if the last day is a weekend Company, an unaudited profit or holidayloss statement, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter, all together with an instrument executed by the Chief Financial Officer or President of the Company certifying that such financial reports were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; . (b) The Company shall deliver to each Holder who holds at least one million (1,000,000) Registrable Securities (or Common Stock issued or issuable upon conversion thereof, as adjusted for stock splits, stock, dividends, and the like): (i) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and statements of cash flows for such months (the "ANNUAL FINANCIAL PLAN") and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (ii) not contain all notes thereto within twenty (20) days of the end of each month, an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail, and comparing the results to the Annual Financial Plan and to the prior year comparable period, together with an instrument executed by the Chief Financial Officer or president of the company certifying that such financial reports were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required in accordance with GAAP); If, for any period, by gaap) and fairly present the Company has any subsidiary whose accounts are consolidated with those financial condition of the Companycompany and its results of operation for the period specified, then in respect subject to yearend audit adjustments; and (iii) such other information relating to the financial condition, business, prospects or corporate affairs of the company as any of such period holders or any assignee of any of such holders may from time to time request; provided, however, that the financial statements delivered pursuant company shall not be obligated under this subsection (b)(iii) or any other subsection of section 3.1 to provide information that it deems in good faith to be a trade secret or similar confidential information unless the holder or holders provide assurances in writing to the foregoing sections shall be company that it will maintain the consolidated and consolidating financial statements confidentiality of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The So long as any Investor holds in the aggregate, a minimum of 100,000 shares of Common Stock and Series A Preferred Stock (and/or any Common Stock issued upon conversion thereof) (each such Investor being a "MAJOR INVESTOR"), the Company shall will deliver to each such Major Investor (subject to such Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:'s agreement to maintain it in strict confidence): (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, (ii) statements and a schedule as to the sources and applications of income and of cash flows funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety (90) 45 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if Company, an unaudited profit or loss statement, schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements sources and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within 30 days of the end of each month, all an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event, prior to the end of each fiscal year, a budget for the next fiscal year; (e) with respect to the financial statements called for in SUBSECTIONS (b) and (c) of this SECTION 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Major Investor or any assignee of the Major Investor may from time to the contrarytime reasonably request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants will not be obligated under this Subsection 3.1 shall SUBSECTION 2.1(f) or any other subsection of SECTION 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each InvestorInvestor that owns more than 200,000 shares (as adjusted to reflect subsequent stock dividends, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor stock splits, combinations or recapitalizations) of the Company:'s Registrable Securities (a "Major Investor"): (a) as soon as practicable, but in any event within one hundred twenty thirty (12030) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, which budget and business plan shall (i) be prepared in reasonable detail and (ii) provide information on a monthly basis (the "Annual Plan"); (b) as soon as practicable, but in any event within thirty (30) days of the end of each month, (i) an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail and (ii) a report comparing the Company's monthly results to the Annual Plan and to the comparable period in the prior year; (c) 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 (i) Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such yearfiscal quarter; (bd) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, unaudited statements of an income and cash flows statement for such fiscal quarteryear, and an unaudited a balance sheet of the Company and statement of stockholder's equity as of the end of such fiscal quarteryear, all and a schedule as to the sources and applications of funds for such year, such financial statements to be in reasonable detail, prepared in accordance with GAAP generally accepted accounting principles (except "gaap"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (e) with respect to the financial statements called for in subsections (b) and (d) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were 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 fairly present the financial statements may (i) be condition of the Company and its results of operations for the period specified, subject to normal year-end audit adjustments; and adjustment; (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as a Major Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (e) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The At any time that the Company is not required to file periodic reports with the SEC, the Company shall deliver to each the Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by (i) a “Big 4” independent (or its successor) accounting firm selected by the Company or (ii) a Nationally recognized accounting firm reasonably acceptable to the Investor; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement for such quarter, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail; (d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iie) not contain all notes thereto notices of events that have or may be required in accordance with GAAP); If, for any period, have a material effect on the Company has as soon as practicable following the occurrence of any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period event; and (f) such other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime reasonably request; provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that for so long as such Investor is a Competitor holds (together with its affiliates) at least Two Hundred Fifty Thousand (250,000) shares of Preferred Stock or Common Stock issuable upon conversion thereof (as appropriately adjusted for stock splits, stock dividends, combinations, reclassifications, combinations and the Company:like): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, (i) an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, a statement of stockholder’s equity as of the end of such year and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and audited and certified by independent public accountants of nationally recognized standing selected by the Company and (ii) a detailed capitalization table of the Company as of the last day of such fiscal year; (b) 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 Company, (provided that if the last day is a weekend or holiday, the reporting day will be the next business day, i) an unaudited statements of income and cash flows for such fiscal quarter, statement and an unaudited balance sheet as of the end of such fiscal quarter, all such unaudited financial statements to be accompanied by an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; adjustment and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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 a detailed capitalization table of the Company as of the last day of such quarter; (c) as soon as practicable, but in any event within twenty-five (25) days of the end of each month, unaudited consolidated financial statements for and all as of the end of such consolidated subsidiaries. Notwithstanding anything else month; (d) as soon as practicable, but in this Subsection 3.1 any event within thirty (30) days prior to the contraryend of each fiscal year (or such later date as approved by the Board of Directors), the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate annual operating budget and strategic plan for the next immediate fiscal year; and (e) all documentation reasonably required to ensure an Investor’s ongoing compliance with rules and regulations of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Small Business Administration governing Small Business Investment Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinvestments.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyShareholder: (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) within 30 days after the end of each fiscal quarter of the Company, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such quarter; (c) as soon as practicable, but in any event within ninety (90) 60 days after the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (d) with respect to the financial statements called for in subsection (b) of this Section 7.1, an instrument executed by the second quarter of each fiscal year President of the Company (provided and certifying that if the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, a consolidated income statement for such fiscal year, a consolidated balance sheet of the Company and consolidated statement of stockholder’s equity as of the end of such year, (ii) statements of income and a consolidated statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and (iii) a statement audited and certified by independent public accountants of stockholders’ equity as nationally recognized standing selected by the Company and duly approved by the Audit Committee of the end Board of such yearDirectors; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited consolidated income statement, unaudited statements consolidated statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) promptly following the preparation thereof, all monthly reports as are prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, by the Company has from time to time in a format approved by the Board of Directors; (d) as soon as practicable, but in any subsidiary whose accounts are consolidated with those event at least fifteen (15) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, operating budget and monthly budgets, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company, then in respect ; and (e) together with the delivery of such period the any unaudited financial statements delivered pursuant to the foregoing sections shall be provisions, an instrument signed by the Chief Financial Officer of the Company certifying that such financials were delivered in accordance with GAAP and fairly present the consolidated and consolidating financial statements condition of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated its subsidiaries at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivetime.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided Shareholder that the Board of Directors has not reasonably determined that such Investor is a Competitor holds at least 3% of the Companyissued and outstanding share capital of the Company or to a Shareholder that invested in the Company at least US$ 1,000,000: (a) as As soon as practicable, but in any event within one hundred twenty sixty (12060) days after the end of each fiscal year of the Company, consolidated financial statements of the Company (i) a balance sheet as of the end of such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, written in English, prepared in accordance with generally accepted accounting principles (ii) "GAAP"), audited by a firm of Independent Certified Public Accountants in the State of Israel who are members or affiliates of an internationally recognized accounting firm, and accompanied by an opinion of such firm which opinion shall state that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with that of income and of cash flows for such the preceding fiscal year, and (iii) a statement of stockholders’ equity present fairly and accurately the financial position as of their date, results of operations and changes in cash flows of the end of Company for the period ended at said date, and that the audit by such year;accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; and (b) as As soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayunaudited, unaudited but reviewed, financial statements of income and cash flows for such fiscal quarterthe Company, written in English, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that for such financial statements may (i) be subject to normal year-end audit adjustments; period and, in the case of the first, second and (ii) not contain all notes thereto that may be required in accordance with GAAP); Ifthird quarterly periods, for any period, the Company has any subsidiary whose accounts are consolidated with those period from the beginning of the Company, then in respect current fiscal year to the end of such quarterly period and the financial statements delivered pursuant to quarter ended as of their date , setting forth in each case in comparative form the foregoing sections shall be figures for the consolidated and consolidating financial statements corresponding period of the Company previous fiscal year, all in reasonable detail, and all such consolidated subsidiaries. Notwithstanding anything else reviewed by a firm of Independent Certified Public Accountants in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate State of the date Israel who are members or affiliates of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivean internationally recognized accounting firm.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyPurchaser: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year, and (iii) a statement of stockholders’ equity as of the end of such year;, all such financial statements audited and certified by independent public accountants selected by the Company, and the chief financial officer and chief executive officer of the Company shall certify in writing 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 results of operation for the periods specified therein; and (b) as soon as practicable, but in any event within ninety forty five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business dayCompany, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, and the chief financial officer and chief executive officer of the Company has any subsidiary whose accounts are consolidated shall certify in writing that such financial statements were prepared in accordance with those of the Company, then GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in respect of such period this Section 4.12(b)) and fairly present the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to its results of operation for the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveperiods specified therein.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyas defined in Section 2.3 below: (a) as soon as practicable, but in any event within one hundred twenty (120) 30 days after the end of each fiscal year of the Company (i) Company, preliminary and unaudited income statement for such fiscal year, a preliminary and unaudited balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements of income and a preliminary and unaudited statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”). (b) within five days of availability, an income statement for such fiscal year, a balance sheet of the Company and (iii) a statement of stockholders’ stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (bc) as soon as practicablewithin five days of availability, but in any event within ninety (90) 15 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is and within five days of availability, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (d) as soon as practicable, all but in any event within five days before the end of the fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis; and (e) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The As long as an Investor and its -------------------------------- affiliates owns not less than 400,000 shares of the Company's Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing: (a) as soon as practicable, but in any event within one hundred twenty and five (120105) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year and a balance sheet of the Company and statement of cash flows and of shareholders' equity as of the end of such year, such year- end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (ii) statements of income and of cash flows for such year"GAAP"), and (iii) a statement audited and certified by independent public accountants of stockholders’ equity as of nationally recognized standing selected by the end of such yearCompany; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend Company, an unaudited profit or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarterloss statement, and an unaudited balance sheet as of the end of such fiscal quarterquarter together with a compilation of the Company's actual results versus the results projected in the Company's approved budget; (c) if requested by an Investor on a month by month basis, all within thirty (30) days of the end of such month, an unaudited income statement and balance sheet for and as of the end of such month together with a monthly operating report in a form satisfactory to the Investors and a compilation of the Company's actual results versus the results projected in the Company's approved budget, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that -------- ------- the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at a trade secret or similar confidential information, unless such time as the Company is no longer actively employing its commercially reasonable efforts Investor or assignee of such Investor has signed an agreement to cause keep such registration statement to become effectiveinformation confidential.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that Major Investor (other than a Holder reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; provided, however, that for the year ending December 31, 2007 the Company may instead provide such year-end financial reports in an unaudited form upon the prior approval of a Qualified Board Majority (as defined in the Company’s Restated Certificate); (b) as soon as practicable, but in any event within ninety (90) 45 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within 45 days of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail and the monthly portfolio company tracking report in a form acceptable to the VantagePoint Group and Rho; (d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis and approved by the Board of Directors, an updated list of all stockholders of the Company that includes the name of each stockholder and the number and class of shares held by each stockholder, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if a Qualified Board Majority determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has Investor (who is not reasonably determined that such Investor is a Competitor competitor of the Company:): (ai) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement and statement of cash flows for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements and a schedule as to the sources and applications of income and of cash flows funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and audited and certified by nationally recognized independent public accountants selected by the Company and approved by the Board of Directors; (bii) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, an unaudited statements income statement and statement of income and cash flows for the relevant fiscal quarter, schedule as to the sources and application of funds for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP generally accepted accounting principles, except for any otherwise applicable footnote disclosures; (iii) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement, statement of cash flows, schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail, prepared in accordance with generally accepted accounting principles, except for any otherwise applicable footnote disclosures; (iv) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget for the upcoming fiscal year forecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the upcoming fiscal year; and (v) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as such Investor may from time to time reasonably request; provided, however, that such financial statements may the Company shall not be obligated under this Section 2.1 to provide information (i) that the Company reasonably determines in good faith to be subject a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to normal year-end audit adjustmentsthe Company); and or (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those disclosure of which would adversely affect 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 attorney-client privilege between the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivecounsel.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) upon request, all within forty-five (45) days of the end of each month, an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b)and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of this Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each the Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime reasonably request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each Investor, provided that the Board Investor holding at least 750,000 shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanySeries A Preferred Stock: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("gaap"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if Company, an unaudited profit or loss statement, schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements sources and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event sixty (60) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. The Company's Board of Directors shall endeavor to provide input to management on the budget submitted such that it is approved by the Company's Board of Directors at least thirty (30) days prior to the end of the fiscal year prior to the year for which such budget applies; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP gaap consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by gaap) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet and a statement of stockholder’s equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety (90) 45 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is a weekend Company, an unaudited profit or holidayloss statement, the reporting day will be the next business day, an unaudited statements statement of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter; (c) within 22 days of the end of each month, all an unaudited income statement and an unaudited statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) within 30 days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year; (e) as soon as practicable following the end of each of the first three quarters of each fiscal year of the Company, an updated capitalization table; (f) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying on behalf of the Company that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors or a committee thereof determines that it is in the best interest of the Company to do so; and (g) promptly upon sending or mailing the same, all reports and financial statements that the Company sends to (i) members of its Board of Directors; (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those holders 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty ’s Common stock; or (30-60iii) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivelenders.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, a statement of operations for such fiscal year, a balance sheet of the Company, a statement of cash flows for such fiscal year, and statement of stockholders’ equity as of the end of such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited statement of operations, unaudited statements statement of income and cash flows for such fiscal quarterflows, and an unaudited balance sheet for and as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement, statement of cash flows, and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operations for the period specified, subject to normal year-end audit adjustments; and adjustment; (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the shall not be obligated under this Section 2.1 to provide information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if which it reasonably concludes it must do so considers to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.a trade secret or similar confidential information;

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty sixty (12060) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders' equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety thirty (9030) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, a summary of bookings and backlog and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event within fifteen (15) days of the end of each month, a monthly management report, in a form to be determined by the Board; provided that the Company shall only be required to provide such management report to Investors owning at least ten percent (10%) of the Company's issued and outstanding capital stock; (d) with reasonable promptness, such other information and data with respect to the Company and its subsidiaries as any Investor may reasonably request from time to time; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal and recurring year-end audit adjustments; and (ii) adjustment, provided that the foregoing shall not contain all notes thereto that may be required in accordance restrict the right of the Company to change its accounting principles consistent with GAAP); If, for any period, if the Company has any subsidiary whose accounts are consolidated with those Board of Directors including the members thereof elected by the holders of the Company, then 's Series B Preferred Stock determines that it is in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements best interest of the Company to do so. Each Investor hereby agrees to hold in confidence and all such consolidated subsidiaries. Notwithstanding anything else in trust and not to misuse or disclose any confidential information provided pursuant to this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of Section 2.1 unless required by applicable law or a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivecourt order.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by independent public accountants of internationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, an unaudited statements income statement and statement of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event at least thirty (30) days prior to the beginning of each fiscal year, a budget and business plan for the upcoming fiscal year, prepared on a quarterly basis, in reasonable detail and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iie) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, shareholding, business or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor may from time to the contrarytime reasonably request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (d) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company Each Holder shall deliver be entitled to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyreceive: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as As soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, including a comparison of the Company's actual results with its budget; (d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; adjustment; (e) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal year, a budget for the next fiscal year, including balance sheets and (ii) not contain all notes thereto that may be required in accordance with GAAP); Ifsources and applications of funds statements and, for as soon as prepared, any period, the Company has any subsidiary whose accounts are consolidated with those of other budgets or revised budgets prepared by the Company, then in respect of ; and (f) such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Holders may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each InvestorInvestor holding, provided that the Board and to transferees of, at least 100,000 shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty sixty (12060) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety thirty (9030) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and (f) such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company may cease providing as the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate Investor or any assignee of the date of filing of a registration statement if it Investor may from time to time reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided request, provided, however, that the Company’s covenants Company shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that Major Investor (other than a Major Investor reasonably deemed by the Board of Directors has not reasonably determined that such Investor is of the Company to be a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholdersshareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) within 45 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such quarter, in reasonable detail; (c) within 30 days of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event within ninety 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (90e) as soon as practicable, but in any event at least 45 days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as up-to-date capitalization table of the end Company; and (f) with respect to the financial statements called for in subsections (b) and (c) of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such fiscal quarter, all financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception, in the case of Section 3.1(c), of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that Holder of at least 125,000 shares of Registrable Securities (other than a Holder reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, a monthly report in a form agreed to by the Board of Directors; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, an updated list of all stockholders of the Company that includes the name of each stockholder and the number and class of shares held by each stockholder, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. (a) The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:; (ai) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company: A. an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, (ii) statements of income and of a schedule as to the cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and (iii) audited and certified by independent public accountants of nationally recognized standing selected by the Company; and B. a statement capitalization summary of stockholders’ equity the Company indicating the stockholders of the Company as of the end of such year;fiscal year and the type and amount of securities owned of record by such stockholder and a list of holders of all options, warrants or other rights to acquire securities of the Company and the number of securities covered by such options, warrants or other rights. (bii) as soon as practicable, but in any event within ninety (90) 45 days after of the end of each of the second quarter first three fiscal quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited statement of operations, cash flow analysis and balance sheet for and as of the end of such fiscal quarter, all in reasonable detail; such quarterly statements shall also contain the foregoing information for the corresponding periods of the immediately preceding fiscal year in comparative form. (b) The Company shall deliver to each Major Investor (as defined below): (i) as soon as practicable, but in any event within 45 days of the end of each month, an unaudited statement of operations, cash flow analysis and balance sheet for and as of the end of such month, in reasonable detail; such monthly statements shall also contain the foregoing information on a year- to-date basis; and (ii) as soon as practicable, but in any event within 30 days prior to the close of each fiscal year, a business plan for the next fiscal year and an operating budget for the next fiscal year forecasting the Company's revenues, expenses and cash position, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months. (c) with respect to the financial statements called for in subsection (a)(i)(A) of this Section 8.1, an instrument executed by the Treasurer or the President of the Company and certifying that such financials were prepared in accordance with GAAP (except that such internally consistent accounting methods consistently applied with prior practice for earlier periods and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment. A "Major Investor" is an Investor or an assignee of an Investor that owns at least one hundred thousand (ii100,000) not contain all notes thereto that may be required in accordance with GAAP); Ifshares of Series D Preferred Stock, 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveor Common Stock issued upon conversion thereof.

Delivery of Financial Statements. The Company shall deliver to each InvestorHolder which, provided that the Board together with its affiliates, holds at least 1,000,000 shares of Directors has not reasonably determined that Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations and including Registrable Securities held by any general partner or affiliate of such Investor is Holder) and to Xxxxxx so long as Xxxxxx (together with his affiliates) holds at least 1,000,000 shares of a Competitor combination of Series A Preferred Stock, Junior Preferred Stock and/or Common Stock issued upon conversion of any of the Companyforegoing: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, (ii) statements of income and a statement of cash flows for such fiscal year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend Company, an unaudited profit or holidayloss statement for such fiscal quarter, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter, all quarter prepared in accordance with GAAP generally accepted accounting principles (except that such financial statements may (i) be subject to other than for accompanying notes and normal year-end audit adjustments; and ); (iic) not contain all notes thereto that may be required as soon as practicable, but in accordance with GAAP); 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 event at least thirty (30) days prior to the foregoing sections shall be the consolidated beginning of each fiscal year, an annual budget and consolidating financial statements of the Company and all operating plan for such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contraryfiscal year (and, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivesoon as available, any subsequent revisions thereto).

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board Holder which holds at least 100,000 shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is Company, a weekend or holidaybalance sheet, the reporting day will be the next business day, unaudited and statements of income operations and cash flows flow for such fiscal quarteryear. Such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited by independent public accountants of nationally recognized standing selected by the Company; (b) within forty-five (45) days of the end of each fiscal quarter of the Company, an unaudited statement of operations and balance sheet for and as of the end of such fiscal quarter, all in reasonable detail and prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes; (c) within thirty (30) days of the end of each calendar month, an unaudited statement of operations and balance sheet for and as of the end of such month; in reasonable detail and prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes; (d) as soon as practicable prior to the end of each fiscal year, and in any event no later than thirty (30) days prior thereto a fiscal year business plan and operating budget for the Company prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company. (e) with respect to the financial statements called for in this Section 2.2, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Holder or any assignee of the Holder may from time to the contrarytime request; provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.2 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor and each assignee of an Investor who acquires at least 50% of an Investor, provided that the Board 's shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanySeries F Preferred Stock purchased hereunder: (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, a statement of operations for such fiscal year, a balance sheet of the Company as of the end of such year, (ii) statements of income and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (iiib) a within 30 days of the end of each month, an unaudited statement of stockholders’ equity operations, statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; such monthly statements shall also contain the foregoing information on a year-to-date basis and shall also compare actual performance to budget; (bc) within 60 days prior to the close of each fiscal year, a comprehensive operating budget for the next fiscal year forecasting the Company's revenues, expenses and cash position, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as practicableprepared, but in any event within ninety other budgets or revised budgets prepared by the Company; (90d) days after such other information relating to the end of each of the second quarter of each fiscal year financial condition, business, prospects or corporate affairs of the Company as Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated to provide information which it deems in good faith to be proprietary; and (provided that if e) with respect to the last day is a weekend financial statements called for in subsection (a) of this Section 8.1, an instrument executed by the Treasurer or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as President of the end of Company and certifying that such fiscal quarter, all financials were prepared in accordance with GAAP (except that such internally consistent accounting methods consistently applied with prior practice for earlier periods and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveadjustment.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanySigma Tau for so long as Sigma Tau holds Shares: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with Italian generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if Company, an unaudited profit or loss statement, schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements sources and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as Sigma Tau or any assignee of Sigma Tau may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing approved by the Board; (b) as soon as practicable, but in any event within ninety (90) 45 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within 30 days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail and showing variances from the budget and business plan called for in subjection (d) of this Section 2.1; (d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget, business and operating plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or revised budgets for such fiscal year prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying on behalf of the Company that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board or a committee thereof determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:and Common Holder: 11 (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or Common Holder or any assignee of thereof may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicableprovided such Investor holds shares of Registrable Securities, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) provided such Investor holds shares of Registrable Securities, 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 (provided that if Company, an unaudited profit or loss statement, schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements sources and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) provided such Investor holds at least 250,000 shares of Registrable Securities (each, all a “Major Investor”), within thirty (30) days of the end of each month, an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail and for the current fiscal year to date, a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements and year end audit adjustments may not have been made; (d) provided such Investor is a Major Investor, as soon as practicable, but in any event thirty (30) days following its approval by the Company’s Board of Directors, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board Synopsys or any Investor or transferee or assignee of Directors has not reasonably determined that such Investor is a Competitor Synopsys who acquires at least 50% of the Company:shares held by Synopsys on the date hereof or any Investor that holds at least fifty percent (50%) of the shares held by such person or entity on the date hereof (a "Major Stockholder"): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as a Major Stockholder may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to (i) each InvestorInvestor that holds (together with its affiliates or constituent partners) at least 350,000 shares (as appropriately adjusted for stock splits, provided that stock dividends and the Board like) of Directors has not reasonably determined that such Investor is a Competitor the Preferred Stock of the Company and (ii) for so long as each holds shares of the Preferred Stock of the Company:, each of PacRim Venture Partners I, L.P. and SmartForest Ventures I, LP (each, a “Major Investor”): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second Company, an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, a statement of stockholder’s equity as of the end of such year and a statement of cash flows for such fiscal year, such year end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, an unaudited statements of income and cash flows for such fiscal quarter, statement and an unaudited balance sheet as of the end of such fiscal quarter, all such unaudited financial statements to be accompanied by an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto with the exception of footnotes that may be required in accordance with by GAAP); If, for any period, ) and fairly present the financial condition of the Company has and its results of operations for the period specified, subject to year end audit adjustment; and (c) as soon as practicable, but in any subsidiary whose accounts are consolidated with those event within thirty (30) days prior to the end of each fiscal year of the Company, then in respect of such period an annual operating budget and strategic plan for 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivefollowing fiscal year.

Delivery of Financial Statements. The Company shall deliver to each Preferred Stockholder holding, and to transferees of, at least 1,000,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and the like) and to the Warrant Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that Investor for so long as such Investor is a Competitor of the Companyholds outstanding Notes: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with Italian generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if Company, an unaudited profit or loss statement, schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements sources and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor that holds at least 600,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (a “Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:”): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and, unless waived by the Company’s Board of Directors (including each of the directors elected solely by the holders of Preferred Stock (each, a “Preferred Director”)), audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP ; (except that such financial statements may c) within thirty (i30) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those days of the Companyend of each month, then in respect an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such period month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) such other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Major Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the shall not be obligated under this subsection (e) or any other subsection of Section 2.1 to provide information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall Board of Directors deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each Investor, provided that the Board Holder of Directors has not reasonably determined that such Investor is a Competitor at least 500,000 shares of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of ---- nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as an Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("gaap"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if Company, an unaudited profit or loss statement, schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements sources and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP gaap consistently applied with prior practice for earlier periods (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto with the exception of footnotes that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period by gaap) and fairly present the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.the

Delivery of Financial Statements. The Company shall use best efforts to deliver to each Investor (or transferee of an Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:): (a) as soon as practicable, but in any event within one one-hundred twenty days (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholdersshareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of recognized standing in the PRC and internationally selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) as soon as practicable, all but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iie) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investors may from time to the contrarytime reasonably request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (e) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty forty-five (12045) days after the end of each of the first three quarters of each fiscal year of the Company Company, and within thirty (i30) days after the end of each month, an unaudited profit or loss statement for such fiscal quarter and/or month, a statement of cash flows for such fiscal quarter and/or month, and an unaudited balance sheet as of the end of such yearfiscal quarter and/or month, to be in reasonable detail and prepared in accordance with generally accepted accounting principles (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year“GAAP”); (b) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is Company, an audited profit or loss statement for such fiscal year, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarteryear, and an unaudited audited balance sheet as of the end of such fiscal quarteryear, all to be in reasonable detail and prepared in accordance with GAAP by an accounting firm selected by the Board; provided, however, that, for the twelve-month period ended December 31, 2005, the Company shall have until June 30, 2006 to deliver audited financial statements to the Major Investors; (except c) as soon as practicable, but in any event not less than thirty (30) days prior to the end of each fiscal year, a budget and operating plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (d) with respect to the financial statements called for in subsections (a) and (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financial statements may financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto with the exception of footnotes that may be required in accordance with by GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period ) and fairly present the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during its results of operation for the period starting with the date thirty - sixty specified, subject to year-end adjustments (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; applicable), provided that the Company’s covenants under this Subsection 3.1 foregoing shall be reinstated at such time as not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board determines that it is no longer actively employing its commercially reasonable efforts in the best interest of the Company to cause such registration statement to become effectivedo so.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyand Common Holder: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or Common Holder or any assignee of thereof may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty sixty (12060) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders' equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety thirty (9030) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, a summary of bookings and backlog and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event within fifteen (15) days of the end of each month, a monthly management report, in a form to be determined by the Board; provided that the Company shall only be required to provide such management report to Investors owning at least ten percent (10%) of the Company's issued and outstanding capital stock; (d) with reasonable promptness, such other information and data with respect to the Company and its subsidiaries as any Investor may reasonably request from time to time; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal and recurring year-end audit adjustments; and (ii) adjustment, provided that the foregoing shall not contain all notes thereto that may be required in accordance restrict the right of the Company to change its accounting principles consistent with GAAP); If, for any period, if the Company has any subsidiary whose accounts are consolidated with those Board of Directors including the members thereof elected by the holders of the Company, then 's Series B Preferred Stock determines that it is in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements best interest of the Company to do so. Each Investor hereby agrees to hold in confidence and all such consolidated subsidiaries. Notwithstanding anything else in trust and not to misuse or disclose any confidential information provided pursuant to this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of Section 2.1 unless required by applicable law or a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivecourt order.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor, provided that the Board Holder (or transferee of Directors has not reasonably determined that such Investor is a Competitor of the Company:Holder): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited balance sheet, income statement and unaudited statements statement of income and cash flows for and as of such fiscal quarter. (c) within thirty (30) days of the end of each month, and an unaudited income statement and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal quarteryear, all a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) such other information relating to the financial condition, business or corporate affairs of the Company as the Holders may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information; and (f) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveadjustment.

Delivery of Financial Statements. The Company shall deliver to each InvestorInvestor holding, provided that the Board and to transferees of, at least 1,500,000 shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanySeries A Preferred Stock: (a) as soon as practicable, but in any event within one hundred twenty (120) days practicable after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, (ii) statements of income and a statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety (90) days practicable after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable prior to the end of each fiscal year, all a budget for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months; (d) with respect to the financial statements called for in subsection (b) of this Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared substantially in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, PROVIDED that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection PROVIDED, HOWEVER, that the Company shall not be obligated under any subsection of Section 3.1 to the contrary, the Company may cease providing the provide information set forth that it deems in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-good faith estimate of the date of filing of to be a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivetrade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each InvestorInvestor holding, provided that the Board and to transferees of, at least 100,000 shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP") and audited ---- and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within forty-five (45) days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and (f) such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company may cease providing as the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate Investor or any assignee of the date of filing of a registration statement if it Investor may from time to time reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offeringrequest; provided provided, -------- however, that the Company’s covenants Company shall not be obligated under this Subsection 3.1 shall subsection (f) or ------- any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Until completion of a Qualified IPO, the Company shall deliver to each Investor, provided that the Board Holder of Directors has not reasonably determined that such Investor is a Competitor at least 100,000 shares of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each of the second quarter of each fiscal year of the Company (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, unaudited statements of an income and cash flows statement for such fiscal quarteryear, and an unaudited a balance sheet of the Company and statement of stockholder's equity as of the end of such fiscal year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) within forty-five (45) days of the end of the quarter, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such quarter, in reasonable detail; (c) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (d) subject to the proviso contained in Section 2.2, other information reasonably requested by such Holder; (e) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain adjustment, together with an executive summary covering all notes thereto significant business issues, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:Series C Investors and Series B Investors (so long as such Investors and their affiliates holds Registrable Securities): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of national reputation selected by the Company and acceptable to a majority in interest of the Series C and Series B Investors; (b) as soon as practicable, but in any event within thirty (30) days after the end of each month and within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows and summary of bookings for such fiscal month and quarter, respectively, and an unaudited balance sheet as of the end of such fiscal month and quarter, all respectively; (c) as soon as practicable, but in any event within thirty (30) days prior to the end of each fiscal year, a budget for the next fiscal year, including balance sheets and sources of applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) as soon as practicable, but in any event within thirty (30) days after the end of each month and within thirty (30) days after the end of each quarter, a comparison between the actual financial figures for such month or quarter, as applicable, and the comparable figures included in the budget, with an explanation of any material differences between them; (e) with respect to the financial statements called for in subsections (b) and (d) of this Section 2.1, an instrument executed by the Chief Financial Officer or President or Chief Executive Officer of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified in all material respects, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all to change its accounting principles consistent with GAAP, if the board of directors determines that it is in the best interest of the Company to do so; and (f) such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company as a Series C Investor or Series B Investor that owns Registrable Securities or any assignee of such Investor that has been transferred more than 25% of such transferor's Registrable Securities may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it from time to time reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offeringrequest; provided provided, however, that the Company’s covenants Company shall not be obligated under this Subsection 3.1 shall subsection 2.1(f) or any other subsection of Section 2 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that Investor for so long as such Investor is a Competitor of the Company:holds Shares. (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a schedule as to the sources and applications of funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with Italian generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) 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 (provided that if Company, an unaudited profit or loss statement, schedule as to the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements source and application of income and cash flows funds for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, all an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer on President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and adjustment; (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver -------------------------------- to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) so long as soon as practicablesuch Investor holds at least 150,000 shares of Registrable Securities, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) so long as such Investor holds at least 150,000 shares of Registrable Securities, 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business day, an unaudited statements income statement and statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholder's equity as of the end of such fiscal quarter; (c) so long as such Investor holds at least 150,000 shares of Registrable Securities, all 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 flows and balance sheet for and as of the end of such month, in reasonable detail; (d) so long as such Investor holds at least 150,000 shares of Registrable Securities, as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget for the next fiscal year, prepared on a monthly basis, including balance sheets and statements of cash flows, for such months, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveadjustment.

Delivery of Financial Statements. The Company shall deliver to each Investor (or transferee of an Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) as soon as practicable, all but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in subsections (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iie) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investors may from time to the contrarytime reasonably request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (e) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that Holder of at least 20,833 shares of Registrable Securities (other than a Holder reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:) (as adjusted for stock splits, combinations, recapitalizations and the like): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail and, beginning for the 2000 fiscal year, prepared in accordance with generally accepted accounting principles ("GAAP") and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; and (c) with respect to the financial statements called for in subsection (b) of this Section 2.1, all an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that Holder of at least 100,000 shares of Registrable Securities (other than a Holder reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:, which for this purpose shall not include any of the initial Holders who are signatories to this Agreement or affiliates of such initial Holders): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company as well as financial and operating statements compared to such budget; and (d) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.2, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate exception of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.footnotes that

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders' equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by a Big Five accounting firm as selected by the Board of Directors of the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, all an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, an annual budget and operating plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request; provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that for so long as such Investor (together with its affiliates) holds at least 950,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits or the like with respect to such shares) (a “Major Investor”) (so long as such Major Investor is not a Competitor competitor of the Company:, as determined in good faith by the Company’s Board of Directors): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) or such longer period as approved by the Board of Directors), an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, (ii) statements of income and a statement of cash flows for such fiscal year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) and, beginning with the fiscal year ended December 31, 2008, audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second fiscal quarter of each fiscal year of the Company (provided that if or such longer period as approved by the last day is a weekend or holidayBoard of Directors), the reporting day will be the next business dayan unaudited income statement, unaudited statements balance sheet and statement of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all such unaudited financial statements to be in reasonable detail and prepared in accordance with GAAP (except that no footnotes shall be required), subject to year end adjustments; (c) as soon as practicable, but in any event within thirty (30) days after the end of each month (or such later date as approved by the Board of Directors), an unaudited income statement, balance sheet and statement of cash flows for and as of the end of such month, such unaudited financial statements may (i) to be subject in reasonable detail and to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before show a comparison against the Company’s good-faith estimate annual operating plan as then in effect; and (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year (or such later date as approved by the date Board of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that Directors), the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as annual operating budget and plan with respect to revenues, expenses and cash position on a monthly basis for the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivenext fiscal year.

Delivery of Financial Statements. The Company shall deliver to each Investorthe Purchasers for so long as the Purchasers (together with its shareholders, provided that the Board partners and members and any other Persons whose securities are aggregated with those of Directors has not reasonably determined that such Investor is a Competitor Purchasers for purposes of the CompanyShareholders' Agreement dated October 23, 1998) holds Preferred Stock: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company, an income statement of the Company (i) for such fiscal year, a cash flow statement of the Company for such fiscal year, a balance sheet of the Company as of the end of such fiscal year and a statement of changes in shareholder's equity of the Company as of the end of such year, (ii) statements of income and of cash flows for with each such yearfinancial statement to be in reasonable detail, prepared in accordance GAAP, and (iii) audited and certified by a statement firm of stockholders’ equity as independent public accountants of nationally recognized standing selected by the end of such yearCompany; (b) as soon as practicable, but in any event within ninety (90) sixty days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business dayCompany, unaudited statements of income and cash flows of the Company for such fiscal quarter, quarter and an unaudited balance sheet and a statement of changes in shareholder's equity of the Company as of the end of such fiscal quarter; (c) within thirty days of the end of each calendar month, all unaudited statements of income and cash flows and balance sheet of the Company for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty days prior to the end of each fiscal year, a budget and business plan of the Company for the next fiscal year, prepared on a monthly basis, including balance sheets and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in subsection's (b) and (c) of this Section 6.3, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation, cash flows and changes in shareholders' equity for the period specified, subject to normal year-end audit adjustments; and and (iif) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all as such consolidated subsidiariesPurchasers or any transferee of such Purchasers may. Notwithstanding anything else in this Subsection 3.1 from time to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiverequest.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance United States with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) 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 (provided that if the last day is a weekend or holidayCompany, the reporting day will be the next business dayan unaudited income statement, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) as soon as practicable, all but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustmentsadjustment; and and (iie) not contain all notes thereto that may be required in accordance with GAAP); If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 as the Investor or any assignee of the Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants shall not be obligated under this Subsection 3.1 shall subsection (e) or any other subsection of Section 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not as defined in Section 2.3 below (other than a Major Investor reasonably determined that such Investor is by the Company to be a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the second quarter Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, all but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis and any amendments thereto when and as presented to the board of directors; and (d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials (i) were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and (ii) fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: Shareholder: (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; , and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) within 30 days after the end of each fiscal quarter of the Company, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such quarter; (c) as soon as practicable, but in any event within ninety (90) 60 days after the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (d) with respect to the financial statements called for in subsection (b) of this Section 7.1, an instrument executed by the second quarter of each fiscal year President of the Company (provided and certifying that if the last day is a weekend or holiday, the reporting day will be the next business day, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to (i) each InvestorHolder of at least 750,000 (subject to adjustments for stock splits, provided that stock dividends, reclassifications or the Board like) shares of Directors has not Registrable Securities (except for a Major Investor reasonably determined that such Investor is deemed by the Company to be a Competitor competitor of the Company) and (ii) Silicon Valley BancVentures, L.P., or its affiliates (“SVBV”), for so long as SVBV continues to hold at least 80% of the Registrable Securities originally purchased by SVBV: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) occurring after the date hereof, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety (90) 30 days after the end of each of the second quarter first three quarters of each fiscal year of the Company (provided that if the last day is Company, an unaudited profit or loss statement, a weekend or holiday, the reporting day will be the next business day, unaudited statements statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within 30 days of the end of each month, all an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except with the exception of footnotes that such may be required by GAAP) and fairly present the financial statements may (i) be condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustments; and (ii) not contain all notes thereto adjustment, provided that may be required in accordance with GAAP); 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 not restrict the consolidated and consolidating financial statements right of the Company and all such consolidated subsidiaries. Notwithstanding anything else to change its accounting principles consistent with GAAP, if the Board determines that it is in this Subsection 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must to do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company beginning with fiscal year 2021 (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within ninety forty-five (9045) days after the end of each of the second quarter first three (3) quarters of each fiscal year of the Company (provided that if the last day is a weekend or holiday, the reporting day will be the next business dayCompany, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); and (c) as soon as practicable, but in any event no later than forty-five (45) days after the start of each fiscal year, a budget for such 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 months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (d) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.