Common use of Delivery of Financial Statements Clause in Contracts

Delivery of Financial Statements. The Company shall deliver to each Major Investor: (a) as soon as practicable, but in any event within 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, 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 45 days after the end of each of the first three quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before 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 flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) 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 Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 Major InvestorInvestor the required items listed below, 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 120 ninety (90) days after the end of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal year, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal year, 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); (b) as soon as practicable, but in any event within one hundred eighty (180) days after the end of the fiscal year of the Company ending December 31, 2023, and within one hundred twenty (120) days after the end of each fiscal year of the Company beginning with the fiscal year ending December 31, 2024, (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 or regionally recognized standing selected by the Company; (bc) as soon as practicable, practicable but in any event within 45 forty-five (45) days after the end of each of the first three quarters quarter of each fiscal year of the Company, unaudited statements of income and of 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; adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (cd) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 each Major Investors Investor 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 complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 within thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors, including a majority of the Preferred Directors, and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) such other information relating to the financial condition, business, prospects 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 Section 3.1 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) ); 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 thirty (30) 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 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 (i) each Preferred Stock Investor who holds (whether directly or by application of Section 3.8) at least 1,650,000 shares of the Company's Series A Preferred Stock, 1,000,000 shares of the Company's Series B Preferred Stock, 1,000,000 shares of the Company's Series C Preferred Stock, 1,000,000 shares of the Company's Series D Preferred Stock (as adjusted for subsequent stock splits, stock dividends or recapitalizations of the Company's capital stock) (each, a "Major Investor:") and (ii) MCI WorldCom Venture Fund, Inc., a Delaware corporation ("MCI") for so long as MCI holds at least 800,000 shares of the Company's Series D Preferred Stock (as adjusted for subsequent stock splits, stock dividends or recapitalizations of the Company's capital stock): (a) as soon as practicable, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Company, (i) 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’ shareholders' equity as of the end of such year, all such year-end financial statements 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;accountants. (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and cash flows for such fiscal quarterprofit or loss statement, and an unaudited balance sheet and a statement of stockholders’ shareholders' 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);. (c) as soon as practicable, but in any event within 45 thirty (30) days after of the end of each quarter month, an unaudited income statement and schedule as to the sources and application of each fiscal year funds and balance sheet for and as 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 periodsuch month, 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;reasonable detail. (d) as soon as practicable, but in any event within 30 thirty (30) days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject prior to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a year showing the Company's projected monthly basis, including balance sheets, income financial statements and statements of cash flow for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; and (f) 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 Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 So long as a Founder (and/or her applicable Founder Group) hold at least 10,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock), the Corporation shall deliver to each Major Investorsuch Stockholders: (a) 7.1.1 as soon as practicable, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the CompanyCorporation, its (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 stockholdersStockholders’ equity as of the end of such year, all such financial statements prepared in accordance with GAAP, audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCorporation; (b) 7.1.2 as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the CompanyCorporation, 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); (c) 7.1.3 as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the CompanyCorporation, 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 equity compensation awards and stock options equity compensation awards not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Stockholder to calculate their respective its percentage equity ownership in the CompanyCorporation, and certified by the chief financial officer or chief executive officer of the Company Corporation as being true, complete complete, and correct;; and (d) 7.1.4 as soon as practicable, but in any event within 30 thirty (30) days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before 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 flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) 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 Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the CompanyCompany or such later date, but, with respect to clauses (i), (ii) and (iii) below, not later than one-hundred eighty (180) days after the end of such fiscal year that the Board of Directors, including at least two Preferred Directors determine, (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, commencing with the fiscal year ending January 31, 2014, 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 45 days after the end of each of the first three quarters of each fiscal year of the Company, 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; Company and (iiiv) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the applicable 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 each Major Investors Investor to calculate their respective the 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 correctsuch Major Investor (a “Capitalization Statement”); (db) as soon as practicable, but in any event within 30 forty-five (45) days after the end of each monthof the first three (3) quarters of each fiscal year of the Company, (i) unaudited statements of income and of 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 (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP) and (ii) a Capitalization Statement; (c) as soon as practicable following a request by a Major Investor, but in any event within thirty (30) days of the date of the end of the month for which financial information is requested, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such monthmonth requested by such Major Investor, 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); (ed) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request, including without limitation information relating to accounting or securities law matters required by any Major Investor in connection with its audit; provided, however, that the Company shall not be obligated under this Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 thirty (30) 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 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 Major InvestorVC Investor who holds at least 1,100,000 shares of Preferred Stock (appropriately adjusted for any stock split, dividend, combination or other recapitalization effected after the date hereof), provided that the Board has not reasonably determined that such VC Investor is a competitor of the Company: (a) as soon as practicable, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Company, (i) a balance sheet and income statement as of the end last day of such year, (ii) statements of income and ; a statement of cash flows for such year, year and (iii) a statement of stockholders’ equity as of comparison between the end of actual figures for such year, all the comparable figures for the prior year and the comparable figures included in the Budget (as defined below) for such year, with an explanation of any material differences between them and a schedule as to the sources and applications of funds for such year, such year-end financial statements reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by independent public accountants of nationally recognized standing selected by the CompanyBoard; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements income statement, schedule as to the sources and application of income and cash flows funds for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ stockholder’s 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock common shares and the exchange ratio or exercise price applicable thereto, 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 VC Investors to calculate their respective its percentage equity ownership in the Company, Company and certified by the chief financial officer President, Chief Financial Officer or chief executive officer Chief Executive Officer of the Company as being true, complete and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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)profit or loss statement; (e) as soon as practicable, but in any event 30 within thirty (30) days before prior to the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flow for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (f) with respect to the financial statements called for in subsections (a), (b) and (d) of this Section 3.1, an instrument executed by the President, Chief Executive Officer or Chief Financial Officer of the Company 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 condition of the Company and its results of operation for the periods specified therein, subject to year-end audit adjustment; (g) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as any Major VC Investor or any assignee of such VC Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (g) or any other subsection of Section 3.1 to provide information (i) that provide information which the Company reasonably determines deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, ; (h) if for any period, period the Company has shall have any subsidiary 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. The Company shall distribute the financial statements described in Sections 3.1(a) and 3.1(b) above to Maven for so long as Maven shall continue to hold at least 2% of the aggregate outstanding shares of Preferred Stock of the Company, including, without limitation, all subsequent series of the Company’s preferred stock issued from time to time; provided, however, that Maven’s rights under this Section 3.1 shall terminate upon a good faith determination by the Board that Maven is a competitor of the Company. For so long as a Strategic Investor shall continue to hold at least 250,000 shares of Preferred Stock of the Company, (i) the Company shall distribute the financial statements described in Sections 3.1(a) and 3.1(b) above and the capitalization table information described in Section 3.1(c) above to such Strategic Investor; and (ii) on a bi-annual basis, management of the Company shall meet with each Strategic Investor to present the Company’s operating metrics, strategic events and technological developments. For so long as a VC Investor shall continue to hold at least 400,000 of the aggregate outstanding shares of Preferred Stock of the Company, including, without limitation, all subsequent series of the Company’s preferred stock issued from time to time, (i) the Company shall distribute the financial statements described in Sections 3.1(a) and 3.1(b) above and the capitalization table information described in Section 3.1(c) above to such VC Investor; and (ii) on a bi-annual basis, management of the Company shall meet with each VC Investor to present the Company’s operating metrics, strategic events and technological developments. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 sixty (60) days before prior to the Company’s good-good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of a the registration statement if it reasonably concludes it must do so to comply with effecting the SEC rules applicable to such registration statement and related offeringIPO; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best 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 Major Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within 120 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 as included in the Budget (as defined in Subsection 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 . All such financial statements shall, if required by the Board of Directors, be audited and certified by independent public accountants of nationally recognized standing selected by the CompanyBoard of Directors; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after of the end of each monthmonth (commencing with the first month that starts after the date of this Agreement), an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors (including at least one Series A Director) and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) such other information relating to the financial condition, business, prospects 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 Section Subsection 3.1 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) ); 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 thirty (30) 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 Section 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 (A) each Holder of at least 700,000 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities (other than a Founder or a Holder reasonably deemed by the Company to be a competitor of the Company (the parties hereby agree and acknowledge that the investment entities affiliated with Shasta Ventures, Greylock Partners, Madrona Venture Group and Andreessen Xxxxxxxx are not presently and shall not in the future be deemed to be competitors of the Company)) (each, a “Major InvestorHolder”), (B) Cisco Systems so long as (i) Cisco continues to hold at least 180,729 shares (as adjusted for stock splits, stock dividends, reclassification and the like) of Registrable Securities and (ii) the Company has not delivered written notice to Cisco that the Board of Directors of the Company has made a Cisco Competitor Determination and (C) X. Xxxx Price, Fidelity, Janus Capital and Xxxxxxx, so long as the X. Xxxx Price Investors, the Fidelity Investors, the Janus Capital Investors and the Xxxxxxx Investors, respectively, continue to hold shares of Registrable Securities: (a) as soon as practicable, but in any event within 120 two hundred seventy (270) days after the end of each fiscal year of the CompanyCompany (unless waived by the Board including all members of the Audit Committee of the Board), (i) 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 year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, all such financial statements prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accountants of nationally recognized standing selected accounting firm approved by the Company;’s Board of Directors or by the Audit Committee of the Board of Directors. (b) as soon as practicable, but in any event within 45 forty five (45) days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited statements profit or loss statement, a statement 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 and a comparison of such quarter, all prepared in accordance ’s results 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)the results projected by the Company’s annual budget; (c) as soon as practicable, but in any event within 45 thirty (30) days after the end of each quarter of each fiscal year of the Companymonth, an unaudited profit or loss statement, a statement showing the number of shares cash flows for such month, an unaudited balance sheet as of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of such month and a comparison of such month’s results with 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 results projected by the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete and correct’s annual budget; (d) as soon as practicable, but in any event within 30 not less than thirty (30) days after prior to the end of each monthfiscal year, an unaudited income statement and statement of cash flows a budget for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal next fiscal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);; and (e) as soon as practicable, but in any event 30 within fifteen (15) days before after 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 flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) such other information relating to the financial condition, business, prospects or corporate affairs occurrence of the Company as event, written notice of any Major 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 (i) that the Company reasonably determines in good faith to be a trade secret stock split or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counselany stock dividend. 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 this Section 2.1 shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else the confidentiality provisions in Section 2.12, with respect to Cisco, all information received by Cisco pursuant to this Section 3.1 2.1 shall be “Confidential Information” subject to the contrary, confidentiality obligations of Cisco pursuant to the Board Observer Rights Agreement between the Company may cease providing the information set forth in this Section 3.1 during the period starting with and Cisco Systems dated on or about the date 30 days before hereof (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 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“Cisco Board Observer Agreement”).

Delivery of Financial Statements. The Company shall deliver to each Major Investor that, individually or together with such Investor’s Affiliates, holds at least 72,993 shares of Series A Preferred Stock or 22,172 shares of Series B Preferred Stock (each as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification effected after the date hereof), provided that the Board has not reasonably determined that such Investor is a Competitor: (a) as soon as practicable, but in any event within 120 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 (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 (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before 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 flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) 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 Section 3.1 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) 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 sixty (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 Section 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 Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the CompanyCompany (or such extended period as may be approved by the Board of Directors up to one hundred eighty (180) days after the end of each fiscal year), (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 in each case such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the CompanyBoard of Directors; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of 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 the financial statements report 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 twenty-one (21) days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such the financial statements report 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), with such statements comparing actual results against budgeted amounts and prior period performance; (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(d), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements (i) 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 Section 3.1(d)) and (ii) fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (fg) such other information relating to the financial condition, business, prospects 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 Section 3.1 to provide information that (i) that the Company it reasonably determines in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or (ii) the disclosure Chief Executive Officer of which the Company, after consultation with the Company’s outside legal counsel or the Board of Directors of the Company, in each case in good faith, reasonably determines would cause competitive harm to the Company if disclosed or would, if disclosed, 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 sixty (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 offeringstatement; provided that the Company’s covenants under this 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 Valiant (for so long as Valiant continues to own the Minimum Holding), Fidelity (for so long as Fidelity owns any shares of Registrable Securities), Palma (for so long as Palma owns at least 50% of the total number of shares of Series F Stock that Palma purchased pursuant to the Series F Preferred Stock Purchase Agreement by and among the Company, Palma and the other parties listed therein, dated May 15, 2014 (the “Series F Purchase Agreement”), Sycamore (for so long as Sycamore owns at least 50% of the total number of shares of Series H Stock that Sycamore purchased pursuant to the Purchase Agreement) and to each Major Investor: (a) as soon as practicable, but in any event within 120 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 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(d)) 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 to be audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCompany and reasonably acceptable to the holders of at least sixty percent (60%) of the Preferred Stock held by the Major Investors (voting together as a single class and not as a separate series, and on an as-converted basis); (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of 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; 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 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Investors, Palma, Sycamore and Fidelity 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 complete, and correct;; and (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP thirty (except that such financial statements may (i30) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) 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 Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 sixty (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 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 shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least eight hundred forty-six thousand eight hundred thirty-five (846,835) shares of Registrable Securities and each of BioStratum Incorporated (or, in the event of a BioStratum Dissolution, the BioStratum Transferees) and Vanderbilt University (“Vanderbilt”) so long as, respectively, BioStratum Incorporated (or the BioStratum Transferees as a collective) continue to hold at least fifty percent (50%) of the shares of the capital stock of the Company held by BioStratum as of the date hereof and Vanderbilt continues to hold at least fifty percent (50%) of the shares of capital stock held by Vanderbilt as of the date hereof (each as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like after the Recapitalization (as defined in the Restated Certificate)) (each, a “Major Investor:”): (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) 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, all and a statement of cash flows for such year, such year-end financial statements 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 45 thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements income statement, statement of income and cash flows for such fiscal quarter, 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); (c) as soon as practicable, but in any event within 45 twenty (20) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet for and statement of stockholders’ equity as of the end of such month, 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)reasonable detail; (ed) as soon as practicable, but in any event 30 at least thirty (30) days before 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 flow flows for such months and, promptly after 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 (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and (f) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as any the Major Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 3.1 2.1 to provide information (i) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) 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; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three quarters quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 complete, and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 thirty (30) days before 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 statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the CompanyCompany (such budget and business plan that is approved by the Board of Directors is collectively referred to herein as the “Budget”); (f) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(d), an instrument executed by the 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 Section 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (fg) such other information relating to the financial condition, business, prospects 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 Section 3.1 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) ); 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 Major the Investor: (a) as soon as practicable, but in any event within 120 ninety (90) 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, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of 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; 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 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Investor to calculate their its 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 complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP thirty (except that such financial statements may (i30) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after having been prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in Subsection 3.1(a) and Subsection 3.1(b), business, prospects or corporate affairs 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 any Major Investor may from time to time reasonably request; provided, however, that otherwise set forth in Subsection 3.1(b)) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counselresults 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 thirty (30) 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 Section 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 (A) each Holder (other than a Holder reasonably deemed by the Company to be a competitor of the Company; provided that each of KPCB Holdings, Inc., Accel London III, L.P. and any of its affiliates (“Accel”), Second Century Ventures, LLC and any of its affiliates (“SCV”) and Brookside Capital Partners Fund, L.P. and any of its affiliates (“Brookside”) shall not be deemed a competitor of the Company) of at least 700,000 shares (subject to adjustment for stock splits, stock dividends, reclassifications or the like) of Registrable Securities, (B) those Holders listed on Schedule 1 hereto so long as such Holders continued to hold shares of Registrable Securities and (C) any Advisory Investor (each, a “Major Investor”) and, with respect to Section 2.1(a) only, to Fidelity Management & Research Company and any of its affiliates (“Fidelity”), so long as Fidelity owns at least one share of the Company’s capital stock: (a) as soon as practicable, but in any event within 120 90 days after the end of each fiscal year of the Company, (i) 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’ stockholder’s equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accountants accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within 45 30 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited statements profit or loss statement, a statement of income and cash flows for such fiscal quarter, 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); (c) as soon as practicable, but in any event within 45 30 days after of the end of each quarter of each fiscal year of the Companymonth, an unaudited income statement and a statement showing the number of shares cash flows and balance sheet for and as 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 periodsuch month, 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 correctreasonable detail; (d) as soon as practicable, but in any event within not less than 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject prior to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before 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 flow for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in subsections (b) and (c) of this Section 2.1, business, prospects an instrument executed by the Chief Financial Officer or corporate affairs President of the Company as any Major Investor 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 from time to time reasonably request; provided, however, that be required by GAAP) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counsel. Ifresults of operation for the period specified, for any periodsubject to year-end audit adjustment, 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 provided that 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 Section 3.1 to the contrary, best interest of the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 effectiveso.

Delivery of Financial Statements. The Company shall deliver to each Major Investor: (a) Investor31[, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company32]: as soon as practicable, but in any event within 120 [ninety (90)-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 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(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 [nationally] [regionally] recognized standing selected by the Company; (b) Company];33 as soon as practicable, but in any event within 45 forty‑five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet [and a statement of stockholders’ equity 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; 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 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) ]; [as soon as practicable, but in any event within 30 thirty (30) days after of the end of each month, an unaudited income statement [and statement of cash flows flows] for such month, and an unaudited balance sheet [and statement of stockholders’ equity equity] as of the end of such month, 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); (e) ] as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), [approved by the Board of Directors and] prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; [with respect to the financial statements called for in Subsection 3.1(a), Subsection 3.1(b) [and Subsection 3.1(d)], 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 Subsection 3.1(b) [and Subsection 3.1(d)]) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (f) ] [such other information information34 relating to the financial condition, business, prospects 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 Section Subsection 3.1 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) 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 [thirty (30) - sixty (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 Section 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. (a) The Company shall shall, upon request, deliver to (i) each Investor (or transferee of an Investor) that holds at least 2,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization), (ii) so long as the Wellington Investors collectively hold at least a majority of shares of Series G Preferred Stock originally acquired by the Wellington Investors, each Wellington Investor and (iii) so long as General Atlantic holds at least a majority of shares of Series H Preferred Stock acquired by General Atlantic at the Initial Closing (as such term is defined in the Series H Agreement), General Atlantic (each, a “Major Investor:”): (ai) as soon as practicable, but in any event within 120 one hundred eighty (180) days after the end of each fiscal year of the Company, (i) 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, all and a statement of cash flows for such year, such year-end financial statements 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; (bii) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, (A) an unaudited statements income statement, statement of income and cash flows for such fiscal quarter, 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 (ix) be subject to normal year-end audit adjustments; adjustments and (iiy) not contain all notes thereto that may be required in accordance with GAAP)) and (B) a statement detailing the gross merchandise value calculations for the trailing twelve-month period measured as of the last day of a calendar quarter; (ciii) as soon as practicable, but in any event within 45 thirty (30) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (eiv) as soon as practicable, but in any event 30 days before a capitalization table showing the end fully-diluted capitalization of the Company and 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 holder of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by securities of the Company; and; (fv) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company or any subsidiary of the Company as any Major Investor may from time to time reasonably requestrequest (including, an annual budget and operating plans, monthly reports of key performance indicators (KPIs), and such other report prepared for the Company’s management and/or any Investors); provided, however, that the Company shall not be obligated under this subsection (v) or any other subsection of Section 3.1 2.1 to provide information that (iA) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or (iiB) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. . (b) 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. . (c) Notwithstanding anything else in this Section 3.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 2.1 during the period starting with the date 30 thirty (30) 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 Section 3.1 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 Major Investor is a Competitor: (a) as soon as practicable, but in any event within 120 one hundred and eighty (180) 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 Subsection 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 approved by the CompanyBoard of Directors (including the approval of the majority of the Preferred Directors); provided that such audit requirement may be waived by the Board of Directors (including the approval of the majority of the Preferred Directors); (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three quarters quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 complete, and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors (including the approval of the majority of the Preferred Directors) prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and; (fe) such other information relating to the financial condition, business, prospects 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 Section Subsection 3.1 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) ); 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 sixty (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 Section 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. (a) The Company shall furnish to each Investor as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company (one hundred and twenty days in the case of the fiscal year ending December 31, 1995), 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 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 GAAP, and audited by a nationally recognized firm of independent public accountants selected by the Company and approved by its Board of Directors. (b) The Company shall deliver to each Investor as soon as practicable, but in any event within sixty (60) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, 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. (c) The Company shall furnish to each Investor who (together with Investors which control it, are controlled by it, or are under common control with it) holds at least 800,000 shares of Series B Preferred Stock or Common Stock issued upon conversion thereof (each a "Major Investor: (a") as soon as practicable, but in any event within 120 days after the end of each fiscal year of the Company, thirty (i30) 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 45 days after the end of each of the first three quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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);reasonable detail. (ed) The Company shall furnish to each Major Investor as soon as practicable, but in any event 30 thirty (30) days before after the end of each fiscal yearyear (sixty (60) days in the case of the fiscal year ended December 31, 1995), a budget and business plan for the next fiscal year, 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 (f) 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's obligation to furnish a business plan may be waived by the Board of Directors (either by express waiver or by the failure of the Board of Directors to request preparation of a business plan). (e) Notwithstanding any provisions contained in this Section 7.1 to the contrary, the Company shall not be obligated under this Section 3.1 7.1 to provide information (i) that the Company reasonably determines which it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor:Investor who holds (i) at least 2,000,000 shares of Series A Preferred Stock (or related Registrable Securities), (ii) at least 759,777 shares of Series B Preferred Stock (or related Registrable Securities), (iii) at least 33,333 shares of Series C Preferred Stock (or related Registrable Securities) or (iv) at least 28,571 shares of Series D Preferred Stock (or related Registrable Securities) (in each case, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares, and including Common Stock issued or issuable upon the conversion of such Preferred Stock, such applicable number being the “Specified Minimum”) and to each Investor who at a prior time held the Specified Minimum and at such time holds any Remaining Shares (as such term is defined in section 2.3.2(b) of part B of Article Fourth of the Certificate of Incorporation): (a) as soon as practicable, but in any event within 120 one hundred eighty (180) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, year and (ii) statements of income and of cash flows for such year, and a comparison between the actual amounts as of and for such fiscal year, and the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e) below) 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 and once the Company has selected an auditor, audited and certified by independent public accountants of nationally recognized standing selected by the Company, and until then, unaudited reports; (b) as soon as practicable, but in any event within 45 forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a financial report including unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ stockholder’s equity as of the end of such fiscal quarter, all prepared in accordance with GAAP GAAP, (except that such financial statements report may (i) be subject to normal year-end audit adjustments; adjustments and (ii) not contain all notes thereto that which may be required in accordance with GAAP); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the conversion or exchange ratio or exercise price applicable thereto, 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 within 30 thirty (30) days after of the end of each month, a financial report including an unaudited income statement and statement of cash flows for such month, month and an unaudited balance sheet and statement of stockholders’ stockholder’s equity as of the end of such month, all prepared in accordance with GAAP GAAP, (except that such financial statements report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that which may be required in accordance with GAAP);; and (e) as soon as practicable, but in any event 30 within forty-five (45) days before of the end beginning of each fiscal year, a budget and business an operating plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as . If for any Major Investor may from time to time reasonably request; provided, however, that period the Company shall not be obligated under this Section 3.1 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) 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 have 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 Major InvestorInvestor30[, provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company31]: (a) as soon as practicable, but in any event within 120 [ninety (90)-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 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;Company];32 (b) as soon as practicable, but in any event within 45 forty‑five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet [and a statement of stockholders’ equity 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; 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 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct]; (d) as soon as practicable, but in any event within 30 thirty (30) days after of the end of each month, an unaudited income statement [and statement of cash flows flows] for such month, and an unaudited balance sheet [and statement of stockholders’ equity equity] as of the end of such month, 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);] (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), [approved by the Board of Directors and] prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and; (f) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) [and Section 3.1(d)], 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 Section 3.1(d)]) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and] [(g) such other information information33 relating to the financial condition, business, prospects 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 Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 [thirty (30) - sixty (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 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 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 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, 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 45 days after the end of each of the first three quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of the first three quarters of each fiscal year of the Company, (i) 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 (ii) the chief financial officer or chief executive officer of the Company as being true, complete and correct;Company’s most recent 409(a) valuation report; and (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear approved by the Board of Directors, including two of the Preferred Directors (or, if fewer, such number of Preferred Directors as there are then serving) (collectively, the “Budget”), prepared on a monthly quarterly basis, including balance sheets, income statements statements, and statements of cash flow for such months fiscal quarter and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) 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 Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 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 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 Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) 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’ stockholder's equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 350,000 shares of Preferred Stock (either in the form of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event within 45 forty- five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements income statement, statement of income and cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ stockholder's 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); (c) so long as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of such Investor holds at least 350,000 shares of each class and series Preferred Stock (either in the form of capital stock and securities convertible into Series A Preferred Stock, Series B Preferred Stock or exercisable for shares of capital stock outstanding at the end of the period, the Series C Preferred Stock or Common Stock issuable issued upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable theretothereof, and the number as adjusted for subsequent stock splits, recombinations or reclassifications), within thirty (30) days 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet for and statement of stockholders’ equity as of the end of such month, 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)reasonable detail; (ed) so long as such Investor holds at least 350,000 shares of Preferred Stock (either in the form of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event 30 thirty (30) days before 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 sheets and statements of cash flow flows, for such months months, and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in subsections (b) and (c) of this Section 2.1, business, prospects an instrument executed by the Chief Financial Officer or corporate affairs President of the Company as any Major Investor 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 from time to time reasonably request; provided, however, that be required by GAAP) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counsel. If, results of operation 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 days before the Company’s goodspecified, subject to year-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 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 effectiveend audit adjustment.

Delivery of Financial Statements. The Company shall deliver to each the Major InvestorInvestors: (a) as soon as practicable, but in any event within 120 one hundred fifty (150) 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 (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements to be audited and certified by independent public accountants of nationally recognized standing selected by the Companystanding; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 complete, and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) such other information relating to the financial condition, business, prospects 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 Section 3.1 4.1 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) ); 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 Section 3.1 Subsection 4.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 Subsection 4.1 during the period starting with the date 30 sixty (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 Section 3.1 Subsection 4.1 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 Major Investor is a Competitor: (a) as soon as practicable, but in any event within 120 thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (b) 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 (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 regionally recognized standing selected by the Company; (bc) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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); (cd) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a comprehensive budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Subsection 3.1(a) and Subsection 3.1(c), 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 Subsection 3.1(a) and Subsection 3.1(c)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (fg) such other information relating to the financial condition, business, prospects 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 Section 3.1 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) , it being agreed that Subsection 3.5 hereof shall satisfy such requirement); 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 sixty (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 Section 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 deliver: (a) To each Investor that is not a Major Investor: (ai) as soon as practicable, but in any event within 120 days after the end of each fiscal year of the Company, Company (iA) a consolidated balance sheet as of the end of such year, (iiB) consolidated statements of income and of cash flows for such year, and (iiiC) 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;in each case unaudited or, if available, audited; and (bii) as soon as practicable, but in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, 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 (iA) be subject to normal year-end audit adjustments; and (B) not contain all notes thereto that may be required in accordance with GAAP). (b) To each Major Investor: (i) as soon as practicable, but in any event within one hundred eighty (180) 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, all such financial statements to be (A) prepared in accordance with GAAP and (B) audited and certified by independent public accountants of nationally recognized standing selected by the Company and approved by the Board of Directors (including a majority of the Preferred Directors); (ii) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, 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 (A) be subject to normal year-end audit adjustments; and (B) not contain all notes thereto that may be required in accordance with GAAP); (ciii) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (eiv) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (fv) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement comparing actual performance for such fiscal quarter to the planned performance set forth in the Budget; and (vi) such other information relating to the financial condition, business, prospects 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 Section Subsection 3.1 to provide information (iA) 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) or (iiB) 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 period, the financial statements delivered pursuant to the foregoing sections (to the extent available) shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 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 Section 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 effectiveeffective and that, upon such reinstatement of the Company’s covenants under this Subsection 3.1, the Company shall promptly deliver to each Major Investor all information required by this Subsection 3.1 for the period during which information was not delivered.

Delivery of Financial Statements. The Company shall deliver to each Major Investor:, for so long as such Investor holds (together with its affiliates) at least 5% of the Registrable Securities, 39,589 shares of Series B-1 Preferred Stock or 2,000,000 shares of Series D Preferred Stock (each as adjusted for dividends, splits, recapitalizations and the like with respect to such shares) (each, a “Significant Investor”): (a) as soon as practicable, but in any event within 120 forty-five (45) days after the end of each fiscal year of the Company, (i) the Company’s annual operating plan, 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 cash flows for such year, and (iii) a statement of stockholders’ stockholder’s 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 45 days after the end of each of the first three quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such monthfiscal year, and an unaudited balance sheet and statement of stockholders’ equity as of the such year-end of such monthfinancial reports to be in reasonable detail, all prepared in accordance with GAAP generally accepted accounting principles (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 GAAPgenerally accepted accounting principles); , and such financial statements will be accompanied by a report and opinion thereon by independent public accountants selected by the Company’s Board of Directors within one hundred twenty (e120) as soon as practicable, but in any event 30 days before after the end of each fiscal year; (b) as soon as practicable but in no event more than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, a budget an unaudited income statement, balance sheet and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements statement of cash flow flows for and as of the end of each such months andquarter, promptly after prepared, any other budgets or revised budgets prepared by the Companysuch unaudited financial statements to be in reasonable detail; and (fc) such other information relating to as soon as practicable after the financial conditionend of each month, businessand in any event within thirty (30) days after the end of each month, prospects or corporate affairs an unaudited consolidated balance sheet of the Company as any Major Investor may from time to time reasonably request; providedof the end of such monthly period, however, that the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure and unaudited consolidated statements of which would adversely affect the attorney-client privilege between income and cash flows of the Company and its counsel. Ifsubsidiaries, if any, for any such period, the Company has any subsidiary whose accounts are consolidated prepared in accordance 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 effectivegenerally accepted accounting principles.

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 120 90 days after the end of each fiscal year of the CompanyCompany (which may be extended to up to 9 months from the end of the fiscal year of the Company upon approval of the Board of Directors, including the approval of the majority of the Series AA Directors) (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 regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three quarters quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors (including the majority of the Series AA Directors) prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in Section 3.1(b), business, prospects or corporate affairs 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 any Major Investor may from time to time reasonably request; provided, however, that otherwise set forth in Section 3.1(b)) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counselresults 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 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 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. (a) The Company shall deliver to each Major InvestorInvestor who holds any shares of Preferred Stock or the shares issued or issuable upon conversion thereof: (ai) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) 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’ shareholder's equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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; (bii) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements profit or loss statement, statement of income and cash flows for such fiscal quarter, 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); (cb) The Company shall deliver to each Investor who holds at least 100,000 shares of Series A Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock or Series J Preferred Stock (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 within 45 thirty (30) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 prior 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before 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 sheets and statements of cash flow flows for such months (the "Annual Financial Plan") and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (ii) 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; (iii) with respect to the financial statements called for in subsections (a)(ii) and (b)(ii) 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 condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and (fiv) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as any Major Investor of such Investors or any assignee of any of such Investors may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (b)(iv) or any other subsection of Section 3.1 2.1 to provide information (i) that the Company reasonably determines which it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor: (a) as soon as practicable, but in any event within 120 sixty (60) 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, with an explanation of any material differences between such amounts, 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 regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event (i) within 45 forty-five (45) days after the end of the first and the third quarter of each fiscal year of the first three quarters Company and, (ii) within thirty (30) days after the end of the second quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company, provided that such such Budget for fiscal year 2018 shall not be due until February 28, 2018; (f) with respect to the financial statements called for in Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(d), 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 Subsection 3.1(b) and Subsection 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (fg) such other information relating to the financial condition, business, prospects 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 Section Subsection 3.1 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) ); 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 thirty (30) 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 Section 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 Major Investor: (a) as soon as practicable, but in any event within 120 150 days after the end of each fiscal year of the Company (and no later than when provided to the Company’s lenders), (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(d)) 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 stockholdersshareholders’ equity as of the end of such year, all such with the 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 45 days after the end of each of the first three quarters of each fiscal year of the Company, unaudited statements of income and of 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; 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 45 days after the end of each quarter of the first three 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 complete, and correct; (d) as soon as practicable, but in any event within 30 days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before after the end start of each fiscal year, a budget and business plan for that fiscal year (collectively, the next fiscal year“Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) such other information relating to the financial condition, business, prospects 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 Section 3.1 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) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 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, dividend, combination or other recapitalization) (a “Major Investor:”): (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) 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, all and a statement of cash flows for such year, such year-end financial statements 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 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements income statement, statement of income and cash flows for such fiscal quarter, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (ec) as soon as practicable, but in any event 30 at least thirty (30) days before 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 flow for such months and, promptly after prepared, any other budgets or revised budgets prepared approved by the CompanyBoard of Directors; and (fd) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as any the Major Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (d) or any other subsection of Section 3.1 2.1 to provide information that (i) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably 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 Section 3.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 2.1 during the period starting with the date 30 thirty (30) 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 Section 3.1 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: (a) as soon as practicable, but in any event within 120 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 as included in the Budget (as defined in Subsection 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 regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event within 45 thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 thirty (30) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 fifteen (15) days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) such other information relating to the financial condition, business, prospects 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 Section Subsection 3.1 to provide information (i) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel, or information 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) 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 sixty (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 Section 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 Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) 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’ stockholder's equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 100,000 shares of Preferred Stock (either in the form of Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event within 45 thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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 stockholders’ stockholder's equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject quarter comparing results to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP)the annual plan; (c) so long as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of such Investor holds at least 100,000 shares of each class and series Preferred Stock (either in the form of capital stock and securities convertible into Preferred Stock or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable issued upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable theretothereof, and the number as adjusted for subsequent stock splits, recombinations or reclassifications), within thirty (30) days 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet for and statement of stockholders’ equity as of the end of such month, 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)reasonable detail; (ed) so long as such Investor holds at least 100,000 shares of Preferred Stock (either in the form of Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event 30 thirty (30) days before 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 sheets and statements of cash flow flows, for such months months, and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in subsections (b) and (c) of this Section 2.1, business, prospects an instrument executed by the Chief Financial Officer or corporate affairs President of the Company as any Major Investor 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 from time to time reasonably request; provided, however, that be required by GAAP) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counsel. If, results of operation 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 days before the Company’s goodspecified, subject to year-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 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 effectiveend audit adjustment.

Delivery of Financial Statements. The Company shall deliver to each Major Investor: (a) as soon as practicable, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Company, Company (i) a an audited balance sheet as of the end of such year, (ii) statements an audited statement of income and of cash flows for such year, and (iii) a an audited statement of stockholders’ equity as of the end of such yearyear commencing with the fiscal year ending March 31, all such financial statements audited 2021, together with the auditor’s report thereon and certified by independent public accountants of nationally recognized standing selected by the Companynotes thereto prepared in accordance with US GAAP; (b) as soon as practicable, but in any event within 45 sixty (60) days after the end of each fiscal year of the Company (i) an unaudited audited balance sheet as of the end of such year, (ii) an unaudited statement of income for such year, and (iii) an unaudited statement of stockholders’ equity as of the end of such year commencing with respect to the fiscal year ending March 31, 2021, all prepared in accordance with US GAAP (except that such financial statements may be subject to income tax and normal year-end audit adjustments); (c) as soon as practicable, but in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company, 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 US GAAP (except that such financial statements may (i) be subject to income tax and normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with US GAAP); (cd) as soon as practicable, but in any event within 45 sixty (60) days after the end of each quarter of the first three (3) fiscal 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, and the equivalent information for each Subsidiary of the Company, all in sufficient detail as to permit the Major Investors to calculate their respective direct and indirect percentage equity ownership in the CompanyCompany and in each such Subsidiary, and certified by the chief financial officer or chief executive officer of the Company or a Subsidiary of the Company, as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 sixty (60) days before the end of each fiscal yearyear (commencing with the fiscal year ended March 31, 2021), a budget and business plan for the next fiscal year, prepared on a monthly basisincluding an income statement, including balance sheets, income statements and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets material revisions to the budget prepared by the CompanyCompany and provided pursuant to this Section 4.1(d); and (f) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company or any of its Subsidiaries as any Major Investor may from time to time reasonably requestrequest to facilitate their accounting purposes; provided, however, that the Company shall not be obligated under this Section 3.1 4.1 to provide information (i) that the Company reasonably determines in good faith and upon written advice from counsel to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. At the request of, and at the expense of, any Major Investor, the Company shall provide supporting US GAAP to IFRS reconciliation schedules. If, for any period, the Company has any subsidiary 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 subsidiariesSubsidiaries. Notwithstanding anything else in this Section 3.1 4.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 4.1 during the period starting with the date 30 thirty (30) days before the Company’s good-faith estimate of the date of the earlier of the confidential submission or 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 Section 3.1 4.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective. Notwithstanding anything to the contrary in this agreement, or any other applicable agreements of the Company, the Company shall not be required to and will not provide to the Major Investors, and the Major Investors shall not request from the Company, any “Material Nonpublic Technical Information”, as such term is defined in Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018 and any United States federal rules or regulations promulgated thereunder, as may be amended, modified, supplemented or replaced from time to time. The Company shall, and cause each of its Subsidiaries to, reasonably cooperate in any asset valuation exercise undertaken by any Major Investor.

Delivery of Financial Statements. The Company shall deliver to each Major Investor (other than a Major Investor reasonably deemed by the Company to be Competitor; provided, however, that in the event Pfizer Manufacturing LLC, a limited liability company organized under the laws of the State of Delaware (“PM LLC”) and Pfizer Production LLC, a limited liability company organized under the laws of the State of Delaware (“PP LLC” and, together with PM LLC, the “General Partners”) acting in their capacity as general partners for and on behalf of C.P. Pharmaceuticals International, C.V., a Netherlands limited partnership (commanditaire vennootschap) having its seat at Rotterdam, The Netherlands, registered with the Trade Register held by the Chamber of Commerce of Rotterdam, the Netherlands, under number 24280998 or Pfizer Inc. (collectively, “Pfizer”) or Takeda Ventures, Inc. (“Takeda”) is or becomes a Competitor, the investment, legal, finance, tax, accounting and audit personnel of such Investor shall continue to have access to the information rights set forth in this Section 3.1 solely for the purposes of managing, evaluating and reporting such Investor:’s investment in the Company): (a) as soon as practicable, but in any event within 120 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 (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 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 thirty (30) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (ed) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and; (fe) such other information relating to the financial condition, business, prospects 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 Section 3.1 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) ); 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 sixty (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 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 Major Investor that holds at least Five Hundred Thousand (500,000) shares of --------------------- ------- Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combination and other recapitalizations) (each such Investor:, a "Qualified Investor"): (a) as soon as practicable, but in any event within 120 ninety (90) ------ -- days after the end of each fiscal year of the Company, (i) 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’ stockholder's equity as of the end of such year, all and a schedule as to the sources and applications of funds for such year, such year-end financial statements 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) until March 30, 2002 (the "First Anniversary"), within thirty (30) days of the end of each calendar 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; (c) following the First Anniversary, as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first ---------- -- three (3) quarters of each fiscal year of the Company, an unaudited statements profit or ----- - loss statement, schedule as to the sources and application of income and cash flows funds for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ stockholder's 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; quarter 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 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock common shares 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 Qualified Investor to calculate their respective its 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 within 30 forty-five (45) ---------- -- days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject prior to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget of sales and business expenses and operating plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds statements and statements of cash flow for such months which such budget and operating plan shall be approved by the Board prior to the end of each fiscal year, and, promptly after 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 ----------- Corporation's President or Chief Financial Officer certifying that such financials were prepared in accordance with GAAP (provided that a certification as to good accounting principles consistently applied shall suffice until after the Company's financial statements are initially audited) consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; and (f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as any Major the Qualified Investor may from time to time reasonably request; , provided, however, that the Company -------- ------- shall not be obligated under this subsection (f) or any other subsection of Section 3.1 2.1 to provide information (i) that the Company reasonably determines which it deems in good faith to be a trade ----------- secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within 120 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 as included in the Budget (as defined below) 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 accounts of nationally or regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three quarters quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP thirty (except that such financial statements may (i30) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board, including the Requisite Investor Directors (as defined below), and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating to the financial condition, business, prospects prospects, capitalization 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 Section Subsection 3.1 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, agreement in a form reasonably 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 sixty (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 Section 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. (a) The Company shall shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least (i) 9,615,384 shares of Series A Preferred Stock (ii) 2,065,433 shares of Series B Preferred Stock or (iii) 5,305,322 shares of Series C Preferred Stock (each, as appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor:”): (ai) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) a an unaudited income statement for such fiscal year, an unaudited 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, all and an unaudited 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”) (except that such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Companymay be subject to normal year-end audit adjustments); (bii) as soon as practicable, but in any event within 45 one hundred twenty (120) days after the end of each fiscal year of the Company, starting at the end of the Company’s 2020 fiscal year, 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 GAAP, in form and substance approved by the Board, all such financial statements audited and certified by independent registered public accountants approved by the Board, along with, upon the request of any Major Investor, an explanation of any material difference between the amounts reported in the unaudited financial statements for such fiscal year delivered to such Major Investor pursuant to Section 3.1(a)(i) and the audited financial statements for such fiscal year delivered to such Major Investor pursuant to this Section 3.1(a)(ii); (iii) 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, 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 stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (iA) be subject to normal year-end audit adjustments; adjustments and (iiB) not contain all notes thereto that may be required in accordance with GAAP); (civ) as soon as practicable, but in any event within 45 thirty (30) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (iA) be subject to normal year-end audit adjustments and (iiB) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before 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 flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (fv) such other information relating to the financial condition, business, prospects business or corporate affairs of the Company as any the Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (iv) or any other subsection of Section 3.1 to provide information that (iA) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or (iiB) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. . (b) 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 thirty (30) 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 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 Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) 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’ stockholder's equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 400,000 shares of Preferred Stock (either in the form of Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications after the date hereof), as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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 stockholders’ stockholder's 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); (c) so long as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of such Investor holds at least 400,000 shares of each class and series Preferred Stock (either in the form of capital stock and securities convertible into Preferred Stock or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable issued upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable theretothereof, and the number as adjusted for subsequent stock splits, recombinations or reclassifications), within thirty (30) days 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet for and statement of stockholders’ equity as of the end of such month, 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)reasonable detail; (ed) so long as such Investor holds at least 400,000 shares of Preferred Stock (either in the form of Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event 30 thirty (30) days before 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 sheets and statements of cash flow flows, for such months months, and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in subsections (b) and (c) of this Section 2.1, business, prospects an instrument executed by the Chief Financial Officer or corporate affairs President of the Company as any Major Investor 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 from time to time reasonably request; provided, however, that be required by gaap) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counsel. If, results of operations 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 days before the Company’s goodspecified, subject to year-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 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 effectiveend audit adjustment.

Delivery of Financial Statements. The Upon written request by Investor, the Company shall deliver the following to each Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) 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(d)) 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;; INVESTOR RIGHTS AGREEMENT (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three quarters quarter of each fiscal year of the Company, 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 IFRS or 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 IFRS or GAAP); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock Shares 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 Investor to calculate their respective its percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP thirty (except that such financial statements may (i30) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before 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 statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the CompanyCompany (such budget and business plan that is approved by the Board of Directors is collectively referred to herein as the “Budget”); and (e) 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 IFRS or GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b) or as disclosed otherwise) and fairly present, in all material respects, the financial condition of the Company and its financial performance for the periods specified therein; and (f) such other information relating to the financial condition, business, prospects 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 Section 3.1 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) ); 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. INVESTOR RIGHTS AGREEMENT Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the shall have no obligation to provide any information set forth in requested pursuant to this Section 3.1 during (i) any period in which the Company has a public filing obligation to provide substantially similar information or (ii) the period starting with the date 30 thirty (30) 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 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 Major Investor who holds at least 10,000,000 shares of Preferred Stock (a “Qualified Investor:”): (a) as soon as practicable, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Company, Company (i) a an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such year, and (iii) a an unaudited statement of stockholdersshareholders’ 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 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, : (i) unaudited statements of income and cash flows for such fiscal quarter, quarter and for the current fiscal year to date; (ii) an unaudited balance sheet and a statement of stockholdersshareholders’ equity as of the end of such fiscal quarterquarter and for the current fiscal year to date, 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 (iii) a comparison of the foregoing financial statements against the Budget (as defined below) and a current capitalization table for the Company; (c) at such time as soon the Company delivers the financial statements required under Sections 3.1(a) and 3.1(b), a statement showing, as practicable, but in any event within 45 days after of the end of each quarter of each fiscal year of the Companyperiod for such financial statement, 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 Qualified 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 complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP thirty (except that such financial statements may (i30) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements 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) with respect to the financial statements called for in Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(c), 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 Subsection 3.1(b) and Subsection 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; (f) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as any Major Qualified Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 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) ); 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 thirty (30) 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 Section 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 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 120 90 days after the end of each fiscal year of the CompanyCompany (which may be extended to up to 9 months from the end of the fiscal year of the Company upon approval of the Board of Directors, including the approval of the majority of the Preferred Directors) (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 regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event within 45 days after the end of each of the first three quarters quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors (including the majority of the Preferred Directors) prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in Section 3.1(b), business, prospects or corporate affairs 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 any Major Investor may from time to time reasonably request; provided, however, that otherwise set forth in Section 3.1(b)) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counselresults 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 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 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 Major Investor:, for so long as such Investor holds (together with its affiliates) at least 5% of the Registrable Securities or 39,589 shares of Series B-1 Preferred (each as adjusted for dividends, splits, recapitalizations and the like) (each, a “Significant Investor”): (a) as soon as practicable, but in any event within 120 forty-five (45) days after the end of each fiscal year of the Company, (i) the Company’s annual operating plan, 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 cash flows for such year, and (iii) a statement of stockholders’ shareholder’s 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 45 days after the end of each of the first three quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such monthfiscal year, and an unaudited balance sheet and statement of stockholders’ equity as of the such year-end of such monthfinancial reports to be in reasonable detail, all prepared in accordance with GAAP generally accepted accounting principles (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 GAAPgenerally accepted accounting principles); , and such financial statements will be accompanied by a report and opinion thereon by independent public accountants selected by the Company’s Board of Directors within one hundred twenty (e120) as soon as practicable, but in any event 30 days before after the end of each fiscal year; (b) as soon as practicable but in no event more than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, a budget an unaudited income statement, balance sheet and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements statement of cash flow flows for and as of the end of each such months andquarter, promptly after prepared, any other budgets or revised budgets prepared by the Companysuch unaudited financial statements to be in reasonable detail; and (fc) such other information relating to as soon as practicable after the financial conditionend of each month, businessand in any event within thirty (30) days after the end of each month, prospects or corporate affairs an unaudited consolidated balance sheet of the Company as any Major Investor may from time to time reasonably request; providedof the end of such monthly period, however, that the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure and unaudited consolidated statements of which would adversely affect the attorney-client privilege between income and cash flows of the Company and its counsel. Ifsubsidiaries, if any, for any such period, the Company has any subsidiary whose accounts are consolidated prepared in accordance 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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 effectivegenerally accepted accounting principles.

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: (a) as soon as practicable, but in any event within 120 one hundred and eighty (180) 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 Subsection 3.1(d)) 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 approved by the CompanyBoard of Directors (including the approval of the majority of the Preferred Directors); provided that such audit requirement may be waived by the Board of Directors (including the approval of the majority of the Preferred Directors); (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three quarters quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 complete, and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors (including the approval of the majority of the Preferred Directors) prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and; (fe) such other information relating to the financial condition, business, prospects 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 Section Subsection 3.1 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) ); 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 sixty (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 Section 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 Major Investor: (a) as soon as practicable, but in any event within 120 ninety (90) 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 Section 3.1(d)) 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 prepared in accordance with 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 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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 may: (i) be subject to normal year-end audit adjustmentsadjustment; 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 45 forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the 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 a 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP thirty (except that such financial statements may (i30) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating to the financial condition, business, prospects prospects, or corporate affairs of the Company as determined by the Board or as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 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) 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 thirty (30) 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 Section 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 Major -------------------------------- Investor: (a) as soon as practicable, but in any event within 120 ninety (90) days after the end of each fiscal year of the Company, (i) 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’ stockholder's equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 100,000 shares of Preferred Stock (either in the form of Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event within 45 thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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 stockholders’ stockholder's equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject quarter comparing results to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP)the annual plan; (c) so long as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of such Investor holds at least 100,000 shares of each class and series Preferred Stock (either in the form of capital stock and securities convertible into Preferred Stock or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable issued upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable theretothereof, and the number as adjusted for subsequent stock splits, recombinations or reclassifications), within thirty (30) days 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 within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet for and statement of stockholders’ equity as of the end of such month, 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)reasonable detail; (ed) so long as such Investor holds at least 100,000 shares of Preferred Stock (either in the form of Preferred Stock or Common Stock issued upon conversion thereof, and as adjusted for subsequent stock splits, recombinations or reclassifications), as soon as practicable, but in any event 30 thirty (30) days before 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 sheets and statements of cash flow flows, for such months months, and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; and (fe) such other information relating with respect to the financial conditionstatements called for in subsections (b) and (c) of this Section 2.1, business, prospects an instrument executed by the Chief Financial Officer or corporate affairs President of the Company as any Major Investor 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 from time to time reasonably request; provided, however, that be required by GAAP) and fairly present the Company shall not be obligated under this Section 3.1 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) or (ii) the disclosure financial condition of which would adversely affect the attorney-client privilege between the Company and its counsel. If, results of operation 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 days before the Company’s goodspecified, subject to year-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 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 effectiveend audit adjustment.

Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors, as determined by a Special Board Approval, has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within 120 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 (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 regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, 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); (d) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 days after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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 (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (f) 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 Section 3.1 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) 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 Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date 30 thirty (30) 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 Section 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 Major Investor: (a) as soon as practicable, but in any event within 120 sixty (60) 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, with an explanation of any material differences between such amounts, 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 regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event (i) within 45 forty-five (45) days after the end of the first and the third quarter of each fiscal year of the first three quarters Company and, (ii) within thirty (30) days after the end of the second quarter of each fiscal year of the Company, 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); (c) as soon as practicable, but in any event within 45 forty-five (45) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete complete, and correct; (d) as soon as practicable, but in any event within 30 thirty (30) days after of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); (e) as soon as practicable, but in any event 30 thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal yearyear (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company, provided that such such Budget for fiscal year 2018 shall not be due until February 28, 2018; (f) with respect to the financial statements called for in Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(d), 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 Subsection 3.1(b) and Subsection 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (fg) such other information relating to the financial condition, business, prospects 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 Section Subsection 3.1 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) ); 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 30 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 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.