Common use of Financial Information and Inspection Rights Clause in Contracts

Financial Information and Inspection Rights. The Company hereby covenants and agrees with each Holder that it will furnish the following reports and other information to such Holder: (a) For so long as the Holder holds at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), (i) as soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and audited consolidated statements of income, shareholders equity and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles; (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income, shareholders equity and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles except for omission of footnotes; and (iii) as soon as practicable after the end of each of the first two months of each quarterly period, and in any event within thirty (30) days thereafter, summary financial information for the month then ended and year to date (including balance sheet, statement of income and statement of cash flows). (b) In addition to the foregoing information, for so long as any Holder (together with its affiliates) shall hold at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), such Holder shall have the right at its expense to visit and inspect any of the properties of the Company and to discuss the affairs, finances and accounts of the Company with its management, at such reasonable times and as often as may be reasonably requested. (c) In addition to the foregoing information, for so long as 50% of the Series E Registrable Securities issued under the Series E Agreement remain outstanding, the Company shall make available to any Holder who (together with its affiliates) holds at least 50% of the Series E Preferred held by such Holder as of the Series E Original Issue Date (as defined in the Company’s Certificate of Incorporation): (i) one month before the beginning of each fiscal year, a draft of the business plan of the Company for the subsequent fiscal year, including its proposed financial budget for such fiscal year (the “Budget”), (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, a reconciliation of the amounts specified in the Budget for such quarterly accounting period and the Company’s actual financial results for such accounting period and (iii) as soon as practicable after the end of each fiscal year of the Company and in any event within one hundred twenty (120) days thereafter, a reconciliation of the amounts specified in the Budget for such fiscal year and the Company’s actual financial results for such fiscal year. (d) Shares of Registrable Securities held by or transferred to investment funds or other companies which are under common control (as well as individual persons affiliated with such funds or other companies) may be aggregated for the purposes of determining whether any such fund meets the threshold share holdings required by this Section 4.1, provided that such funds provide prior written notice of such relationship and aggregation to the Company and designate one such fund as the representative of all such aggregating funds for the purposes of the rights set forth herein, in which case the Company shall be entitled to rely upon the written instructions of such representative in discharging the Company’s obligations hereunder to all such aggregating funds.

Financial Information and Inspection Rights. (a) The Company hereby covenants and agrees with each Holder that it will furnish provide the following reports to (i) each Investor or Advisor (or affiliated group of Investors) who holds an aggregate of at least 95,000 shares of Preferred Stock, Common Stock and other information Conversion Stock and (ii) each Founder who continues to such Holderhold at least 100,000 shares of Founders' Stock, in each case, as adjusted for stock splits, stock dividends, stock combinations and the like: (a) For so long as the Holder holds at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), (i) as As soon as practicable after the end of the fiscal year ending December 31, 1999 and each fiscal yearyear thereafter, and in any event within one hundred twenty ninety (12090) days thereafterafter the end of each such fiscal year, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and audited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows and shareholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles; principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company, and a capitalization table in reasonable detail for such fiscal year; (ii) as As soon as practicable after the end of each of the first, second and third quarterly accounting periods in first three quarters of each fiscal year of the Company and in any event within forty-five (45) days thereafter, an unaudited a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles except (other than accompanying notes), subject to changes resulting from year-end audit adjustments, in reasonable detail and signed by the principal financial or accounting officer of the Company, and a capitalization table in reasonable detail for omission of footnotessuch quarterly period; and and (iii) as soon as practicable after the end of each of the first two months of each quarterly period, and in any event within thirty (30) At least 30 days thereafter, summary financial information for the month then ended and year prior to date (including balance sheet, statement of income and statement of cash flows). (b) In addition to the foregoing information, for so long as any Holder (together with its affiliates) shall hold at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), such Holder shall have the right at its expense to visit and inspect any of the properties of the Company and to discuss the affairs, finances and accounts of the Company with its management, at such reasonable times and as often as may be reasonably requested. (c) In addition to the foregoing information, for so long as 50% of the Series E Registrable Securities issued under the Series E Agreement remain outstanding, the Company shall make available to any Holder who (together with its affiliates) holds at least 50% of the Series E Preferred held by such Holder as of the Series E Original Issue Date (as defined in the Company’s Certificate of Incorporation): (i) one month before the beginning of each fiscal year, commencing with the fiscal year beginning January 1, 2000, a draft budget as adopted by the Company's Board of the business plan of the Company Directors for the subsequent fiscal year, including its proposed financial budget for such fiscal year (the “Budget”), (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, a reconciliation of the amounts specified in the Budget for such quarterly accounting period and the Company’s actual financial results for such accounting period and (iii) as soon as practicable after the end of each fiscal year of the Company and in any event within one hundred twenty (120) days thereafter, a reconciliation of the amounts specified in the Budget for such fiscal year and the Company’s actual financial results for such following fiscal year. (db) Shares The Company will afford to (i) each Investor who continues to hold an aggregate of Registrable Securities held by or transferred at least 200,000 shares of Preferred Stock and Conversion Stock and (ii) each Founder who continues to investment funds or other companies which are under common control hold 200,000 shares of Founder's Stock, in each case, as adjusted for stock splits, stock dividends, stock combinations and the like: reasonable access during normal business hours to the Company's accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and committees of the Board of Directors, and all information distributed to the Board of Directors, for a purpose reasonably related to such shareholder's interests as a shareholder of the Company. The Company shall not be required to disclose details of transactions where to do so would violate confidentiality obligations of the Company. The Company will afford to (i) each Investor who continues to hold an aggregate of at least 200,000 shares of Preferred Stock and Conversion Stock and (ii) each Founder who continues to hold 200,000 shares of Founder's Stock, in each case, as well as individual persons affiliated adjusted for stock splits, stock dividends, stock combinations and the like: the right to meet periodically with such funds or other companiesthe Company's executive officers during normal business hours to discuss and make recommendations regarding the conduct of the Company's business and affairs. (c) may be aggregated for the For purposes of determining whether any such fund meets the threshold share minimum holdings required by pursuant to this Section 4.16, provided (i) any Investor that is a partnership or limited liability company shall be deemed to hold any Preferred Stock originally purchased by such funds provide prior written notice Investor and subsequently distributed to constituent partners or members of such relationship Investor, but which have not been resold by such partners or members and aggregation (ii) securities held by two or more holders which are affiliates of each other shall be aggregated. If the partnership or limited liability company is still in existence, the Company may satisfy any obligation to distribute reports to individual partners of the partnership or members of a limited liability company by delivering a single copy of each report to the Company and designate one such fund partnership or limited liability company as the representative of all such aggregating funds agent for the purposes constituent partners or members. (d) The rights granted pursuant to Section 6 may be assigned to any transferee or group of affiliated transferees, other than a competitor or potential competitor of the Company (as reasonably determined by the Company's Board of Directors), if such transferee or group acquires at least the minimum amounts of Preferred Stock and/or Conversion Stock provided in Sections 6(a) and 6(b) above and such transferee or group agrees in writing to be bound by the provisions of Section 6(e), below. (e) Each Holder or transferee of rights set forth hereinunder this Section 6 acknowledges and agrees that any information obtained pursuant to this Section 6 which may reasonably be considered material nonpublic information, in which case trade secrets of the Company shall or similar proprietary or confidential information of the Company will be entitled to rely upon the written instructions maintained in confidence by such Holder or transferee and will not be utilized by such Investor or transferee in connection with purchases or sales of such representative in discharging the Company’s obligations hereunder to all such aggregating funds's securities except in compliance with applicable state and Federal securities laws.

Financial Information and Inspection Rights. (a) The Company hereby covenants and agrees with each Holder that it will furnish provide the following reports and other information to such Holdereach Holder who continues to hold at least 1.43% of the Registrable Securities: (a) For so long as the Holder holds at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), (i) as As soon as practicable after the end of the fiscal year ending December 28, 1997 and each fiscal yearyear thereafter, and in any event within one hundred twenty (120) 120 days thereafterafter the end of each such fiscal year, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and audited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows and stockholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles; principles and setting forth in each case in comparative form the figures for the previous fiscal year (except that no such comparative data from the fiscal year ended December 29, 1996 need be provided), all in reasonable detail and audited by independent public accountants of national standing selected by the Company, and a capitalization table in reasonable detail for such fiscal year. (ii) as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) 45 days thereafter, an unaudited a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles except (other than accompanying notes), subject to changes resulting from year-end audit adjustments, in reasonable detail and signed by the principal financial or accounting officer of the Company, and a capitalization table in reasonable detail for omission of footnotessuch quarterly period; and and (iii) as soon as practicable after the end of each of the first two months of each quarterly period, and in any event within thirty (30) At least 30 days thereafter, summary financial information for the month then ended and year prior to date (including balance sheet, statement of income and statement of cash flows). (b) In addition to the foregoing information, for so long as any Holder (together with its affiliates) shall hold at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), such Holder shall have the right at its expense to visit and inspect any of the properties of the Company and to discuss the affairs, finances and accounts of the Company with its management, at such reasonable times and as often as may be reasonably requested. (c) In addition to the foregoing information, for so long as 50% of the Series E Registrable Securities issued under the Series E Agreement remain outstanding, the Company shall make available to any Holder who (together with its affiliates) holds at least 50% of the Series E Preferred held by such Holder as of the Series E Original Issue Date (as defined in the Company’s Certificate of Incorporation): (i) one month before the beginning of each fiscal year, commencing with the fiscal year beginning December 29, 1997, a draft budget as adopted by the Company's Board of the business plan of the Company Directors for the subsequent fiscal year, including its proposed financial budget for such fiscal year (the “Budget”), (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, a reconciliation of the amounts specified in the Budget for such quarterly accounting period and the Company’s actual financial results for such accounting period and (iii) as soon as practicable after the end of each fiscal year of the Company and in any event within one hundred twenty (120) days thereafter, a reconciliation of the amounts specified in the Budget for such fiscal year and the Company’s actual financial results for such fiscal year. (db) Shares The Company will afford to each Holder who continues to hold at least 1.43% of the Registrable Securities held by or transferred to investment funds or other companies which are under common control (as well adjusted for stock splits, stock dividends, stock combinations and the like) reasonable access during normal business hours to the Company's accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and committees of the Board of Directors, and all information distributed to the Board of Directors, for a purpose reasonably related to such Holder's interests as individual persons affiliated a stockholder of the Company. The Company shall not be required to disclose details of transactions where to do so would violate confidentiality obligations of the Company. The Company will afford to each Holder who continues to hold at least 1.43% of the Registrable Securities (as adjusted for stock splits, stock dividends, stock combinations and the like) the right to meet periodically with such funds or other companiesthe Company's executive officers during normal business hours to discuss and make recommendations regarding the conduct of the Company's business and affairs. (c) may be aggregated for the For purposes of determining whether any such fund meets the threshold share minimum holdings required by pursuant to this Section 4.16, provided that any Holder which is a partnership or limited liability company shall be deemed to hold any Registrable Securities originally purchased by such funds provide prior written notice Holder and subsequently distributed to constituent partners or members of such relationship and aggregation Holder, but which have not been resold by such partners or members. If the partnership or limited liability company is still in existence, the Company may satisfy any obligation to distribute reports to individual partners of the partnership or members of a limited liability company by delivering a single copy of each report to the Company and designate one such fund partnership or limited liability company as the representative of all such aggregating funds agent for the purposes constituent partners or members. (d) The rights granted pursuant to Section 6 may be assigned to any transferee in accordance with the provisions of Section 5.10 hereof with respect to the transfer of Registration Rights. (e) Each Holder or transferee of rights under this Section 6 acknowledges and agrees that any information obtained pursuant to this Section 6 which may be considered nonpublic information will be maintained in confidence by such Holder or transferee and will not be utilized by such Holder or transferee in connection with purchases or sales of the Company's securities except in compliance with applicable state and Federal securities laws. (f) The rights of a Holder as set forth herein, in which case this Section 6 shall not be subject to amendment under Section 9 hereof or otherwise without the Company shall express consent of the Holder whose rights would be entitled to rely upon the written instructions affected by any proposed amendment of such representative in discharging the Company’s obligations hereunder to all such aggregating fundsthis Section 6.

Financial Information and Inspection Rights. The Company hereby covenants and agrees with the Investor that so long as Investor or a Permitted Transferee holds $20,000,000 or more of the aggregate liquidation preference amount of Series B Convertible Preferred Units (each Holder that it will furnish such Person, a “Major Holder”), and in each case to the following reports and other information to such Holderextent permissible in accordance with applicable provisions of Regulation FD under the Exchange Act: (a) For so long as if the Company no longer is required to file periodic reports with the Commission pursuant to the Exchange Act, the Company will deliver to the Major Holder holds at least 50,000 shares financial statements, including notes and schedules thereto, and other information in substantially similar form to the financial statements and other information required to be filed by Form 10-Q and Form 10-K of Registrable Securities the Exchange Act and within the time periods required under the Exchange Act; provided, however, that (subject i) such annual and quarterly reports on Form 10-K and Form 10-Q will not be required to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and comply with Regulation G under the like)Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or Rule 3-10 or Rule 3-16 of Regulation S-X, (iii) the Company will not be required to comply with Sections 302, 906 and 404 of the Sxxxxxxx-Xxxxx Act of 2002 or otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K and (iii) the Company will include the information regarding director, trustee and management compensation required under the Exchange Act to be included in a public company’s quarterly and year-end reports, including the compensation discussion and analysis, summary compensation table and other information required by Part III of Form 10-K. (b) as soon as practicable after the end of each month of each fiscal year, and in any event event, within one hundred twenty thirty (12030) days thereafterafter the end of each month of each fiscal year the Company will furnish to the Major Holder a balance sheet and related statements of income and, audited consolidated balance sheets on a quarterly basis, cash flows showing the financial condition of the Company on a consolidated basis, unaudited but prepared in accordance with GAAP using US standards consistently applied (except that such unaudited statements are not required to contain the required footnotes and its subsidiariesyear-end adjustments), if any, such balance sheet to be as of the end of such fiscal yearmonth, and audited consolidated such statements of income, shareholders equity income to be for such month and cash flows for the period from the beginning of the Company fiscal year to the end of such month and its subsidiaries, if any, such statements of cash flow to be for such year, prepared in accordance with generally accepted accounting principles; quarter and for the period from the beginning of the fiscal year to the end of such quarter; (iic) as soon as practicable after prior to the end start of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income, shareholders equity and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles except for omission of footnotes; and (iii) as soon as practicable after the end of each of the first two months of each quarterly periodyear, and in any event within event, at least thirty (30) days thereafter, summary financial information for the month then ended and year to date (including balance sheet, statement of income and statement of cash flows). (b) In addition prior to the foregoing information, for so long as any Holder (together with its affiliates) shall hold at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), such Holder shall have the right at its expense to visit and inspect any of the properties of the Company and to discuss the affairs, finances and accounts of the Company with its management, at such reasonable times and as often as may be reasonably requested. (c) In addition to the foregoing information, for so long as 50% of the Series E Registrable Securities issued under the Series E Agreement remain outstanding, the Company shall make available to any Holder who (together with its affiliates) holds at least 50% of the Series E Preferred held by such Holder as of the Series E Original Issue Date (as defined in the Company’s Certificate of Incorporation): (i) one month before the beginning of each fiscal year, a draft of the business plan of the Company for the subsequent fiscal year, including its proposed financial budget for such fiscal year (the “Budget”), (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, a reconciliation of the amounts specified in the Budget for such quarterly accounting period and the Company’s actual financial results for such accounting period and (iii) as soon as practicable after the end start of each fiscal year of the Company, the Company will furnish to the Major Holder monthly capital and operating expense budgets, cash flow projections and income and loss projections for the next fiscal year, all itemized in reasonable detail and, promptly after preparation, any event within one hundred twenty (120) days thereafter, a reconciliation revisions to any of the amounts specified in the Budget for such fiscal year and the Company’s actual financial results for such fiscal year.foregoing; (d) Shares at the time of Registrable Securities held delivery of the quarterly and monthly financial statements pursuant to Section 3.1(a) and Section 3.1(b) hereof, furnish to the Major Holder a management narrative report explaining all significant variances from forecasts; (e) promptly (but in no event later than ten (10) days) following receipt by the Company, furnish to the Major Holder each audit response letter disclosing pending or transferred threatened litigation or unasserted claims or assessments considered to investment funds or be probable of assertion and any accountant's management letter and other companies which are under common control (as well as individual persons affiliated with such funds or other companies) may be aggregated for the purposes of determining whether any such fund meets the threshold share holdings required by this Section 4.1, provided that such funds provide prior written notice of such relationship and aggregation report submitted to the Company by its independent auditors in connection with an annual or interim audit of the books of the Company; (f) promptly, from time to time, furnish to the Major Holder such other information regarding the business, prospects, financial condition, operations, property or affairs of the Company as Investor reasonably may request; (g) within ten (10) days after receipt thereof, provide the Major Holder with a copy of any notification relating to the Company's default under any loan agreement, lease or material contract; and (h) Promptly furnish to the Major Holder (i) board information packages (which will include meeting agendas), at the time they are distributed to members of the Board, and designate one (ii) information directly related to the Investor’s investment in the Company as reasonably requested by the Major Holder. Notwithstanding the foregoing, the Company reserves the right not to provide information if the Board reasonably determines that delivery of such fund as information (i) would jeopardize the representative attorney-client privilege between the Company and its counsel, (ii) would violate any fiduciary obligations of all the Board under applicable law or (iii) involves a transaction in which the Major Holder has a direct conflict of interest, unless, in the case of this clause (iii), such aggregating funds Major Holder confirms, orally or in writing, that such Major Holder will not provide any such information relating to a conflict of interest to those individuals primarily responsible for the purposes of the rights set forth herein, Major Holder’s decisions in which case the Company shall be entitled to rely upon the written instructions respect of such representative in discharging the Company’s obligations hereunder to all such aggregating fundsconflict of interest).

Financial Information and Inspection Rights. (a) The Company hereby covenants and agrees with each Holder that it will furnish provide the following reports and other information rights to such Holder: (a) For each Purchaser for so long as the Holder holds such Purchaser continues to hold at least 50,000 75,000 shares of Registrable Securities Conversion Stock (subject to appropriate adjustment as adjusted for all stock splits, stock dividends, combinations, recapitalizations and the like), ): (i) as As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty 120 days thereafter and at least seven days prior to any to any General Meeting at which the Financial Information (120as defined below) days thereafteris to be considered, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and audited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows and shareholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles; principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company (the "Financial Information"), and a capitalization table in reasonable detail for such fiscal year; (ii) as As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) 60 days thereafter, an unaudited a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income, shareholders equity and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles except for omission of footnotes; and the (iii) as soon as practicable after The Company shall permit each Purchaser, at such Purchaser's expense, to visit and inspect the end Company's properties, to examine its books of each of the first two months of each quarterly periodaccount and records, and in to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by such Purchaser; provided, however, that the Company shall not be obligated pursuant to this clause (iii) to provide access to any event within thirty (30) days thereafter, summary financial information for the month then ended and year that it reasonably considers to date (including balance sheet, statement of income and statement of cash flows)be a trade secret or similar confidential information. (b) In addition The rights granted pursuant to the foregoing informationSection 6 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by a Purchaser only if such transferee or assignee, for so long as any Holder (together with its affiliates) shall hold appropriate, acquires at least 50,000 shares of Registrable Securities (subject to appropriate adjustment as adjusted for all stock splits, stock dividends, combinations, recapitalizations and the like), such Holder shall have the right at its expense to visit and inspect any ) of the properties of Company's Conversion Stock, provided written notice thereof is promptly given to the Company. Notwithstanding the foregoing, the rights to cause the Company and to discuss the affairs, finances and accounts of the Company with its management, at such reasonable times and as often as register securities may be reasonably requestedassigned to any constituent partner or retired partner of a Holder which is a partnership, or an affiliate of a Holder which is a corporation, or a family member or trust for the benefit of a Holder who is an individual, provided written notice thereof is promptly given to the Company. (c) In addition to the foregoing information, for so long as 50% Each of the Series E Registrable Securities issued under the Series E Agreement remain outstanding, the Company shall make available Purchasers acknowledge and agree that any information obtained pursuant to this Section 6 which may be considered "inside" non-public information will not be utilized by any Holder who (together Purchaser in connection with its affiliates) holds at least 50% purchases or sales of the Series E Preferred held by such Holder as of the Series E Original Issue Date (as defined Company's securities except in the Company’s Certificate of Incorporation): (i) one month before the beginning of each fiscal year, a draft of the business plan of the Company for the subsequent fiscal year, including its proposed financial budget for such fiscal year (the “Budget”), (ii) as soon as practicable after the end of the first, second compliance with applicable state and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, a reconciliation of the amounts specified in the Budget for such quarterly accounting period and the Company’s actual financial results for such accounting period and (iii) as soon as practicable after the end of each fiscal year of the Company and in any event within one hundred twenty (120) days thereafter, a reconciliation of the amounts specified in the Budget for such fiscal year and the Company’s actual financial results for such fiscal yearfederal securities laws. (d) Shares of Registrable Securities held by or transferred to investment funds or other companies which are under common control (as well as individual persons affiliated with such funds or other companies) may be aggregated for the purposes of determining whether any such fund meets the threshold share holdings required by The covenants set forth in this Section 4.1, provided that 6 shall terminate and be of no further force or effect upon the consummation of a firm commitment underwritten public offering or at such funds provide prior written notice of such relationship and aggregation to time as the Company and designate one such fund as the representative of all such aggregating funds for the purposes is required to file reports pursuant to Section 13 or 15(d) of the rights set forth hereinSecurities Exchange Act of 1934, in which case the Company as amended, whichever shall be entitled to rely upon the written instructions of such representative in discharging the Company’s obligations hereunder to all such aggregating fundsoccur first.

Financial Information and Inspection Rights. (a) The Company hereby covenants and agrees with each Holder that it will furnish provide the following reports and other information rights to such Holder: (a) For each Purchaser for so long as the Holder holds such Purchaser continues to hold at least 50,000 75,000 shares of Registrable Securities Conversion Stock (subject to appropriate adjustment as adjusted for all stock splits, stock dividends, combinations, recapitalizations and the like), ): (i) as As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty 120 days thereafter and at least seven days prior to any General Meeting at which the Financial Information (120as defined below) days thereafteris to be considered, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and audited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows and shareholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles; principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company (the "Financial Information"), and a capitalization table in reasonable detail for such fiscal year; (ii) as As soon as practicable after the end of the first, second second, and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) 60 days thereafter, an unaudited a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of incomeoperations and, shareholders equity and to the extent prepared for the Board of Directors of the Company, consolidated statements of cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles except (other than for omission accompanying notes), subject to changes resulting from year-end audit adjustments, in reasonable detail and signed by the principal financial or accounting officer of footnotesthe Company; and and (iii) as soon as practicable after The Company shall permit each such Purchaser, at such Purchaser's expense, to visit and inspect the end Company's properties, to examine its books of each of the first two months of each quarterly periodaccount and records, and in to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by such Purchaser; provided, however, that the Company shall not be obligated pursuant to this clause (iii) to provide access to any event within thirty (30) days thereafter, summary financial information for the month then ended and year that it reasonably considers to date (including balance sheet, statement of income and statement of cash flows)be a trade secret or similar confidential information. (b) In addition The rights granted pursuant to the foregoing informationthis Section 6 may be assigned to a transferee or assignee in connection with any transfer or assignment of Conversion Stock by any such Purchaser only if such transferee or assignee, for so long as any Holder (together with its affiliates) shall hold appropriate, acquires at least 50,000 75,000 shares of Registrable Securities (subject to appropriate adjustment as adjusted for all stock splits, stock dividends, combinations, recapitalizations and the like), such Holder shall have the right at its expense to visit and inspect any ) of the properties of Conversion Stock, provided written notice thereof is promptly given to the Company and to discuss the affairs, finances and accounts of the Company with its management, at such reasonable times and as often as may be reasonably requestedCompany. (c) In addition to the foregoing information, for so long as 50% Each of the Series E Registrable Securities issued under the Series E Agreement remain outstanding, the Company shall make available Purchasers acknowledge and agree that any information obtained pursuant to this Section 6 which may be considered "inside" non-public information will not be utilized by any Holder who (together Purchaser in connection with its affiliates) holds at least 50% purchases or sales of the Series E Preferred held by such Holder as of the Series E Original Issue Date (as defined Company's securities except in the Company’s Certificate of Incorporation): (i) one month before the beginning of each fiscal year, a draft of the business plan of the Company for the subsequent fiscal year, including its proposed financial budget for such fiscal year (the “Budget”), (ii) as soon as practicable after the end of the first, second compliance with applicable state and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, a reconciliation of the amounts specified in the Budget for such quarterly accounting period and the Company’s actual financial results for such accounting period and (iii) as soon as practicable after the end of each fiscal year of the Company and in any event within one hundred twenty (120) days thereafter, a reconciliation of the amounts specified in the Budget for such fiscal year and the Company’s actual financial results for such fiscal yearfederal securities laws. (d) Shares of Registrable Securities held by or transferred to investment funds or other companies which are under common control (as well as individual persons affiliated with such funds or other companies) may be aggregated for the purposes of determining whether any such fund meets the threshold share holdings required by The covenants set forth in this Section 4.1, provided that 6 shall terminate and be of no further force or effect upon the consummation of a firm commitment underwritten public offering or at such funds provide prior written notice of such relationship and aggregation to time as the Company and designate one such fund as the representative of all such aggregating funds for the purposes is required to file reports pursuant to Section 13 or 15(d) of the rights set forth hereinExchange Act, in which case the Company whichever shall be entitled to rely upon the written instructions of such representative in discharging the Company’s obligations hereunder to all such aggregating fundsoccur first.

Financial Information and Inspection Rights. (a) The Company hereby covenants and agrees with each Holder that it will furnish provide the following reports and other information to such Holdereach Investor who continues to hold at least 400,000 shares of Preferred Stock: (a) For so long as the Holder holds at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), (i) as As soon as practicable after the end of the fiscal year ending March 31, 1998 and each fiscal yearyear thereafter, and in any event within one hundred twenty (120) 120 days thereafterafter the end of each such fiscal year, audited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and audited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows and stockholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles; principles and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited by independent public accountants of national standing selected by the Company, and a capitalization table in reasonable detail for such fiscal year. (ii) as As soon as practicable after the end of each of the first, second and third quarterly accounting periods in first eleven months of each fiscal year of the Company and in any event within forty-five (45) 15 days thereafter, an unaudited a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly monthly period, and unaudited consolidated statements of income, shareholders equity operations and consolidated statements of cash flows of the Company and its subsidiaries subsidiaries, if any, for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles except (other than accompanying notes), subject to changes resulting from year-end audit adjustments, in reasonable detail and signed by the principal financial or accounting officer of the Company, and a capitalization table in reasonable detail for omission of footnotessuch monthly period; and and (iii) as soon as practicable after the end of each of the first two months of each quarterly period, and in any event within thirty (30) At least 30 days thereafter, summary financial information for the month then ended and year prior to date (including balance sheet, statement of income and statement of cash flows). (b) In addition to the foregoing information, for so long as any Holder (together with its affiliates) shall hold at least 50,000 shares of Registrable Securities (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), such Holder shall have the right at its expense to visit and inspect any of the properties of the Company and to discuss the affairs, finances and accounts of the Company with its management, at such reasonable times and as often as may be reasonably requested. (c) In addition to the foregoing information, for so long as 50% of the Series E Registrable Securities issued under the Series E Agreement remain outstanding, the Company shall make available to any Holder who (together with its affiliates) holds at least 50% of the Series E Preferred held by such Holder as of the Series E Original Issue Date (as defined in the Company’s Certificate of Incorporation): (i) one month before the beginning of each fiscal year, commencing with the fiscal year beginning April 1, 1998, a draft budget as adopted by the Company's Board of the business plan of the Company Directors for the subsequent fiscal year, including its proposed financial budget for such fiscal year (the “Budget”), (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within forty-five (45) days thereafter, a reconciliation of the amounts specified in the Budget for such quarterly accounting period and the Company’s actual financial results for such accounting period and (iii) as soon as practicable after the end of each fiscal year of the Company and in any event within one hundred twenty (120) days thereafter, a reconciliation of the amounts specified in the Budget for such fiscal year and the Company’s actual financial results for such fiscal year. (db) Shares The Company will afford to each Investor who continues to hold at least 400,000 shares of Registrable Securities held by or transferred to investment funds or other companies which are under common control Preferred Stock (as well adjusted for stock splits, stock dividends, stock combinations and the like) reasonable access during normal business hours to the Company's accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and committees of the Board of Directors, and all information distributed to the Board of Directors, for a purpose reasonably related to such Investor's interests as individual persons affiliated a stockholder of the Company. The Company shall not be required to disclose details of transactions where to do so would violate confidentiality obligations of the Company. The Company will afford to each Investor who continues to hold at least 400,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, stock combinations and the like) the right to meet periodically with such funds or other companiesthe Company's executive officers during normal business hours to discuss and make recommendations regarding the conduct of the Company's business and affairs. (c) may be aggregated for the For purposes of determining whether the minimum holdings pursuant to this Section 6, any Investor that is a partnership or limited liability company shall be deemed to hold any Preferred Stock originally purchased by such Investor and subsequently distributed to constituent partners or members of such Investor, but which have not been resold by such partners or members. If the partnership or limited liability company is still in existence, the Company may satisfy any obligation to distribute reports to individual partners of the partnership or members of a limited liability company by delivering a single copy of each report to the partnership or limited liability company as agent for the constituent partners or members. (d) The rights granted pursuant to Section 6 may be assigned to any transferee, other than a competitor or potential competitor of the Company (as reasonably determined by the Company's Board of Directors), who (i) acquires at least an amount equal to 10% of the shares of Preferred Stock and Conversion Stock, (ii) is a member of the immediate family of the transferor or a trust for the benefit of the transferor, (iii) if the transferor is a partnership, its constituent partners or a retired partner of such partnership who retires after the date hereof, or to the estate of any such fund meets partner or retired partner or transfer by gift, will, or intestate succession to any such partner's spouse or lineal descendants or ancestors, or (iv) is an affiliate of Ziff Asset Management, L.P., so long as, in each case, such transferee agrees in writing to be bound by the threshold share holdings required by provisions of Section 6(e), below. (e) Each Investor or transferee of rights under this Section 4.1, provided 6 acknowledges and agrees that any information obtained pursuant to this Section 6 which may be considered nonpublic information will be maintained in confidence by such funds provide prior written notice of Investor or transferee and will not be utilized by such relationship and aggregation to the Company and designate one such fund as the representative of all such aggregating funds for the purposes Investor or transferee in connection with purchases or sales of the rights set forth herein, Company's securities except in which case the Company shall be entitled to rely upon the written instructions of such representative in discharging the Company’s obligations hereunder to all such aggregating fundscompliance with applicable state and Federal securities laws.