Common use of Financial Statements; Other Reports Clause in Contracts

Financial Statements; Other Reports. The Company will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,000) shares of the Company’s capital stock, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”): (a) as soon as available and in any event within forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a balance sheet of the Company as of the end of such quarter and the related statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company, including therein a balance sheet of the Company as of the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to the Rights Holders; (c) as soon as available and in any event within forty five (45) days after the end of each of the first 11 months of each fiscal year of the Company, a balance sheet of the Company as of the end of such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; and (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders of the Company.

Financial Statements; Other Reports. The Company will shall maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will shall deliver to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,000) shares of the Company’s capital stock, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”):: (a) as soon as available and in any event within forty five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such quarter and the related statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year year, if applicable, and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied;, and duly certified (subject to year-end audit adjustments) by the chief financial officer (or if there is no chief financial officer, the chief executive officer) of the Company. (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of the annual audit report financial statements for such year for the Company, prepared in accordance with generally accepted accounting principles, including therein a consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants the chief financial officer (or if there is no chief financial officer, the chief executive officer) of recognized standing acceptable to the Rights HoldersCompany; (c) as soon as available promptly after receipt thereof, notice of all material actions, suits and in proceedings before any event within forty five (45) days after the end of each of the first 11 months of each fiscal year of court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company, a balance sheet of the Company as of the end of such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied;; and (d) as soon as available and, in any event at least within thirty (30) days prior after the start last day of each fiscal yearmonth (or such other calendar period as is approved by the Board), financial statements, including a balance sheet as of the last date of such month, a copy statement of income (or monthly operating expenses) for such month, together with a cumulative statement of income from the first day of the business plan for current year to the last day of such yearmonth, including operating budgetswhich statements shall be prepared from the books and records of the Company, and a comparison between the actual monthly operating expenses and profit the projected figures for such month and loss projections, cash flow projections and capital expenditure budgets, as prepared the comparable figures for the Board prior year. Neither the foregoing provisions of Directors and as approved by the Board this Section 6.1 nor any other provision of Directors; and (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company this Agreement shall send or make available be in limitation of any rights which an Investor may have with respect to the stockholders books and records of the Company, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company and each Subsidiary will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly Stockholder owning either (i) five percent (5%) of the outstanding capital stock of the Company on a fully-diluted basis or (ii) at least two hundred and fifty thousand (250,000) 800,000 shares of the Company’s capital stockCommon Stock (subject to appropriate adjustment for stock splits, treating all Preferred Stock on an as converted basis but excluding any unexercised optionsreverse stock splits, warrants or purchase rights stock dividends, combinations and other similar recapitalization events) (each, a “Rights Holder”): (a) as soon as available and and, in any event event, within forty five one hundred twenty (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a balance sheet of the Company as of the end of such quarter and the related statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (b) as soon as available and in any event within ninety (90120) days after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company, including therein a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to Rights Holders holding a majority of the Rights HoldersShares held by them; (cb) as soon as available and in any event within forty five (45) days after the end of each of the first 11 months of each fiscal year of the Company, a balance sheet of the Company as of the end of such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (d) as soon as available and, in any event at least thirty (30) days prior to the start commencement of each fiscal year, the Company will prepare and submit to, and obtain in respect thereof the approval of a copy majority of the members of the Board of Directors, a business plan for such yearplan, including monthly operating budgets, in detail for each fiscal year, monthly operating expenses and profit and loss projections, quarterly cash flow projections and a capital expenditure budgets, as prepared budget for the Board fiscal year including itemization of Directors provisions for officers’ compensation and each Subsidiary’s operation; promptly after any revisions to such budget, as approved by the Board of Directors; and, a copy thereof shall be delivered to each Rights Holder entitled to receive reports under this Section 5.1; (c) promptly upon receipt thereof, any written report submitted to the Company by independent public accountants in connection with an annual or interim audit of the books of the Company and its Subsidiaries made by such accountants; (d) promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, adversely affecting the Company or its Subsidiaries, any technology or patent rights which it has or they have, or any other assets of the Company or its Subsidiaries or any key employee or officer (in their capacity as such); (e) promptly after sendingthe occurrence thereof and in any event within five (5) business days after it becomes aware of each occurrence, making notice of any material adverse change in the business, assets, properties, management, prospects, operations or financial condition of the Company or its Subsidiaries; and (f) promptly upon becoming available: (i) copies of all financial statements, minutes, reports, press releases, notices, proxy statements and other documents released to the public and copies of all regular and periodic reports, if any, filed by the Company with the Commission or any securities exchange or self-regulatory organization; and (ii) any other financial or other information available to management of the Company that any of the Rights Holders shall have reasonably requested on a timely basis. Neither the foregoing provisions of this Section 5.1 nor any other provision of this Agreement shall be in limitation of any rights which a Investor may have with respect to the books and records of the Company and its Subsidiaries, or filing to inspect their properties or discuss their affairs, finances and accounts, under the same, such reports and financial statements as the Company shall send or make available to the stockholders laws of the Companyjurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company will shall maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will shall deliver to each Investor and its Affiliates jointly owning Rights Holder holding at least two hundred and fifty thousand (250,000) 500,000 shares of the Company’s capital stockPreferred (as adjusted for stock splits, treating all Preferred Stock on an as converted basis but excluding any unexercised optionsstock dividends, warrants or purchase rights (each, a “Rights Holder”combinations and similar recapitalizations events): (a) as soon as available and in any event within forty forty-five (45) days after the end of each of the first three (3) quarters fiscal quarter of each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such quarter and the related unaudited statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of the annual audit report unaudited financial statements for such year for the Company, prepared in accordance with U.S. generally accepted accounting principles, including therein a consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants the chief financial officer of recognized standing acceptable to the Rights HoldersCompany; (c) as soon as available and in any event within forty five one hundred fifty (45150) days after the end of each of the first 11 months of each fiscal year of the Company, a copy of the audited financial statements for such year for the Company, prepared in accordance with U.S. generally accepted accounting principles, including therein a consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such month fiscal year and the related statements of income and stockholders’ equity for the period commencing at the end and of cash flows of the previous Company for such fiscal year and ending with the end of such monthyear, setting forth in each case in comparative form the corresponding figures for the corresponding period preceding fiscal year, together with a copy of the preceding fiscal year and the budget for such current yearauditor’s letter to management, all in reasonable detail duly certified by nationally recognized independent public accountants or other accountants reasonably acceptable to the holders of 66-2/3% of the Series B Preferred and prepared in accordance with generally accepted accounting principles consistently appliedSeries C Preferred then outstanding, voting together as a single class on an as-converted to Common Stock basis; (d) as soon as available andpromptly upon receipt thereof, any written report submitted to the Company by independent public accountants in any event at least thirty (30) days prior the start of each fiscal year, a copy connection with an annual or interim audit of the business plan for books of the Company made by such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; andaccountants; (e) promptly after sendingreceipt thereof, making availablenotice of: (i) all material actions, suits and proceedings before any court or filing governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the same, such reports and financial statements as Company; (ii) receipt by the Company shall send of an offer to buy a controlling interest in the capital stock of the Company or make available a significant amount of its assets; (iii) receipt by the Company of notice of the resignation or, subject to the stockholders applicable laws, serious illness or death of any officer or other member of senior management of the Company.; (iv) the commencement of any lawsuit involving the Company;

Financial Statements; Other Reports. The Company will shall maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,000) shares of the Company’s capital stock, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”):shall deliver: (a) to each Rights Holder who so requests, as soon as available and in any event within forty thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such month and the related unaudited statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (b) to each Rights Holder, as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such quarter and the related unaudited statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (bc) to each Rights Holder, as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of the annual audit report audited financial statements for such year for the Company, prepared in accordance with generally accepted accounting principles, including therein a consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to selected and approved by the Rights HoldersBoard or the Audit Committee; (cd) as soon as available to each Rights Holder, promptly upon receipt thereof, any written report submitted to the Company by independent public accountants in connection with an annual or interim audit of the books of the Company made by such accountants; (e) to each Rights Holder, promptly after receipt thereof, notice of all material actions, suits and in proceedings before any event within forty court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any litigation-related letters, notices and filings; (f) to each Rights Holder, at least forty-five (45) days after prior to the end of each of the first 11 months beginning of each fiscal year of the Company, a balance sheet of an annual operating plan with monthly and quarterly breakdowns (the Company as of the end of such month and the related statements of income and stockholders’ equity “Budget”) for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of as soon as it is made available to the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of DirectorsBoard; and (eg) promptly to each Rights Holder, within seven (7) working days after sending, making available, or filing coming to the same, such reports and financial statements as attention of the Company or one of its officers, notice of bona fide investment opportunities from outside investors as well as bona fide merger or sale opportunities. Neither the foregoing provisions of this Section nor any other provision of this Investor Rights Agreement shall send or make available be in limitation of any rights which an Investor may have with respect to the stockholders books and records of the Company, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company and each Subsidiary will maintain proper books of account and records in accordance with generally accepted accounting principles GAAP applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly holder of Series B Preferred Stock (or Affiliate transferee thereof) owning at least two hundred and fifty thousand (250,000) shares of the Company’s capital stock, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights Shares (each, a “"Rights Holder”"): (ai) as soon as available and in any event within forty forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a balance sheet copy of the Company as of the end of such quarter and the related statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarterCompany's quarterly Report on Form 10-Q or Form 10-QSB, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles GAAP consistently appliedapplied (subject to year-end audit adjustments), and duly certified by the Chief Financial Officer of the Company; (bii) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of Company's Annual report on Form 10-K or Form 10-KSB, prepared in accordance with GAAP consistently applied, together with the annual audit report for such year for the Company, including therein a balance sheet by one of the Company as of the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by "big six" independent public accountants of recognized standing acceptable to the Rights Holdersstanding; (c) as soon as available and in any event within forty five (45) days after the end of each of the first 11 months of each fiscal year of the Company, a balance sheet of the Company as of the end of such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; and (eiii) promptly after sending, making available, or filing the same, such other reports and financial statements as the Company shall send or make available to the stockholders of the Company; and (iv) in the event that the Company ceases to become subject to the provisions of Section 13 or 15(d) of the Exchange Act, all reports and other documents that would be required to be filed by the Company under the Securities Act and the Exchange Act if the Company were then subject to the provisions of Section 13 or 15(d) of the Exchange Act, at the times and in the manner that such reports and documents would be required to be so filed. Neither the foregoing provisions of this Section 6.01(a) nor any other provision of this Agreement shall be in limitation of any rights which a Purchaser may have with respect to the books and records of the Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company and each Subsidiary will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,00050,000) shares of the Company’s 's capital stock, treating all Preferred Stock preferred stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “"Rights Holder”"): (a) as soon as available and in any event within forty forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related statements of income and stockholders’ ' equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company, including therein a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and statements of income and stockholders’ ' equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to the Rights Holders; (c) as soon as available and and, in any event event, within forty five twenty (4520) days after the end last day of each of the first 11 months of each fiscal year of the Companymonth, financial statements, including a balance sheet of the Company as of the end of such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end last date of such month, setting forth in each case in comparative form a statement of income (or monthly operating expenses) for such month, together with a cumulative statement of income from the corresponding figures for the corresponding period first day of the preceding fiscal current year to the last day of such month, and a cash flow analysis, together with cumulative cash flow analyses from the budget for first day of the current year to the last day of such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently appliedmonth; (d) as soon as available and, in any event at least thirty (30) days prior to the start of each fiscal year, a copy of the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; and (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders of the Company. Neither the foregoing provisions of this Section nor any other provision of this Agreement shall be in limitation of any rights which an Investor may have with respect to the books and records of the Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company and each Subsidiary will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly Purchaser owning at least two one hundred and fifty thousand (250,000100,000) shares of the Company’s 's capital stockstock on a fully diluted basis, treating all Preferred Stock preferred stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “"Rights Holder”"): (a) as soon as available and in any event within forty forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related statements of income and stockholders’ ' equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (b) as soon as available and in any event within ninety thirty (9030) days after the end of each quarter of each fiscal year of the Company, a certificate executed by the President, Vice President or Chief Financial Officer of the Company stating that the Company is, and has been during such quarterly accounting period, in compliance with the terms and conditions set forth in this Agreement; (c) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company, including therein a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and statements of income and stockholders’ ' equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to the Rights Holders; (cd) as soon as available and promptly upon receipt thereof, any written report submitted to the Company by independent public accountants in any event within forty five (45) days after the end of each connection with an annual or interim audit of the first 11 months of each fiscal year of the Company, a balance sheet books of the Company as of the end of and its Subsidiaries made by such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently appliedaccountants; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; and (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders of the Company; (f) promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or its Subsidiaries, any technology or patent rights which it has or they have, or any other assets of the Company or its Subsidiaries or any key employee or officer (in their capacity as such); (g) promptly after the occurrence thereof and in any event within five (5) business days after it becomes aware of each occurrence, notice of any material adverse change in the business, assets, properties, management, operations or financial condition of the Company or its Subsidiaries; (h) promptly upon becoming available: (i) copies of all financial statements, minutes, reports, press releases, notices, proxy statements and other documents sent by the Company to its Stockholders or released to the public and copies of all regular and periodic reports, if any, filed by the Company with the Commission or any securities exchange or self-regulatory organization; and (ii) any other financial or other information available to management of the Company that any of the Purchasers shall have reasonably requested on a timely basis; and (i) at least 15 days prior to the beginning of each fiscal year of the Company, an operating plan with monthly and quarterly breakdowns (the "Budget") for each fiscal year, which the Company shall be required to prepare and submit to the Board. The Budget shall be deemed accepted as the Budget for such fiscal year only when it has been approved by the Board. The Budget shall be reviewed by the Company periodically and all changes therein, and all material deviations therefrom, shall be reviewed by the Board on at least a quarterly basis. Neither the foregoing provisions of this Section nor any other provision of this Agreement shall be in limitation of any rights which a Purchaser may have with respect to the books and records of the Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company and each Subsidiary will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor OrbiMed and any of its Affiliates jointly successors and assigns owning at least two one hundred and fifty thousand (250,000100,000) shares of the Company’s 's capital stockstock on a fully diluted basis, treating all Preferred Stock preferred stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”):"RIGHTS HOLDER"): * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (a) as soon as available and in any event within forty forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related statements of income and stockholders’ ' equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company, including therein a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and statements of income and stockholders’ ' equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to the Rights Holders; (c) as soon as available and promptly upon receipt thereof, any written report submitted to the Company by independent public accountants in any event within forty five (45) days after the end of each connection with an annual or interim audit of the first 11 months of each fiscal year of the Company, a balance sheet books of the Company as of the end of and its Subsidiaries made by such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently appliedaccountants; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; and (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders of the Company; (e) promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or its Subsidiaries, any technology or patent rights which it has or they have, or any other assets of the Company or its Subsidiaries or any key employee or officer (in their capacity as such); (f) promptly after the occurrence thereof and in any event within five (5) business days after it becomes aware of each occurrence, notice of any material adverse change in the business, assets, properties, management, operations or financial condition of the Company or its Subsidiaries; (g) promptly upon becoming available: (i) copies of all financial statements, minutes, reports, press releases, notices, proxy statements and other documents sent by the Company to its Stockholders or released to the public and copies of all regular and periodic reports, if any, filed by the Company with the Commission or any securities exchange or self-regulatory organization; and (ii) any other financial or other information available to management of the Company that any of the Purchasers shall have reasonably requested on a timely basis; and (h) by the 15th day of the 2001 fiscal year, and at least 45 days prior to the beginning of each subsequent fiscal year, of the Company, an operating plan with monthly and quarterly breakdowns (the "Budget") for each fiscal year, which the Company shall be required to prepare and submit to the Board. The Budget shall be deemed accepted as the Budget for such fiscal year only when it has been approved by the Board. The Budget shall be reviewed by the Company periodically and all changes therein, and all material deviations therefrom, shall be reviewed by the Board on at least a quarterly basis. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Neither the foregoing provisions of this Section nor any other provision of this Agreement shall be in limitation of any rights which a Purchaser may have with respect to the books and records of the Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,000) shares of the Company’s capital stock, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”):Qualified Stockholder: (a) as soon as available and in any event within forty five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related statements of income and stockholders’ ' equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (b) as soon as available and the Company shall use its best efforts to provide within 90 days, but in any no event within ninety (90) days more than 120 days, after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company, including therein a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and statements of income and stockholders’ ' equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to the Rights HoldersQualified Stockholders; (c) as soon as promptly after sending or making available, and only to the extent available and requested in any event within forty five (45) days after writing, such reports and financial statements as the end of each of Company shall send or make available to the first 11 months of each fiscal year of the Company, a balance sheet management of the Company as of the end of such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently appliedfrom time to time; (d) as soon as available andpromptly upon receipt thereof, any written report submitted to the Company by independent public accountants in any event at least thirty (30) days prior the start of each fiscal year, a copy connection with an annual or interim audit of the business plan for books of the Company and its Subsidiaries made by such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; andaccountants; (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders of the Company; and (f) as soon as available in the form approved by the Board of Directors, and in any event before the beginning of the fiscal year to which it applies, the annual budget and business plan of the Company. Neither the foregoing provisions of this Section nor any other provision of this Agreement shall be in limitation of any rights which a Qualified Stockholder may have with respect to the books and records of the Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company and each Subsidiary will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, certified by a nationally recognized independent accounting firm, and will deliver deliver, promptly after the close of the applicable period, quarterly and annual financial statements to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,000) shares of the Company’s capital stockSignificant Purchaser, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”):which shall include: (a) as soon as available and in any event within forty five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related statements of income and stockholders’ shareholders' equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, reviewed by the independent auditors of the Company and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with U.S. generally accepted accounting principles consistently appliedapplied (including an adjustment schedule to Israeli generally accepted accounting principles), and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (b) as soon as available and in any event within ninety sixty (9060) days after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company, including therein a audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and statements of income and stockholders’ shareholders' equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by including the audit letter of the Company's independent public accountants of nationally recognized standing acceptable to the Rights Holdersstanding; (c) as soon as available and promptly upon receipt thereof, any written report submitted to the Company by independent public accountants in any event within forty five (45) days after the end of each connection with an annual or interim audit of the first 11 months of each fiscal year of the Company, a balance sheet books of the Company as of the end of and its Subsidiaries made by such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently appliedaccountants; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; and (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders shareholders of the Company; and (e) promptly after the occurrence thereof and in any event within five (5) business days after it becomes aware of each occurrence, notice of any material adverse change in the business, assets, properties, management, operations or financial condition of the Company or its Subsidiaries. Neither the foregoing provisions of this Section nor any other provision of this Agreement shall be in limitation of any rights which a Purchaser may have with respect to the books and records of the Company and its Subsidiaries, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.

Financial Statements; Other Reports. The Company will maintain proper books Borrower shall deliver, or shall cause to be delivered, to the Agent with sufficient copies of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will deliver to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,000) shares of for the Company’s capital stock, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”):Lenders: (a) as As soon as available and in any event within forty five 90 days after the end of each fiscal year of the Borrower, the audited consolidated and unaudited consolidating statements of income, stockholders' equity, changes in financial position and cash flow of the Borrower and its Consolidated Subsidiaries for each fiscal year (45commencing with the 1999 fiscal year), and the related consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year, and setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and accompanied by the related opinion of independent public accountants of recognized national standing acceptable to the Agent which opinion shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements have been prepared in accordance with GAAP except for such changes in such principles with which the independent public accountants shall have concurred and such opinion shall not contain a "going concern" or like qualification or exception, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default. (b) As soon as available and in any event within 60 days after the end of each of the first three (3) quarters fiscal quarterly periods of each fiscal year of the CompanyBorrower, a balance sheet consolidated and consolidating statements of income, stockholders' equity, changes in financial position and cash flow of the Company as Borrower and its Consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such quarter period, and the related statements of income consolidated and stockholders’ equity and of cash flows of the Company for the period commencing consolidating balance sheets as at the end of the previous fiscal year such period, and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of in the preceding fiscal year and the budget for such current year, all accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for, such period (subject to normal year- end audit adjustments). (c) Promptly after the Borrower knows that any Default or any Material Adverse Effect has occurred, a notice of such Default or Material Adverse Effect, describing the same in reasonable detail and prepared in accordance the action the Borrower proposes to take with generally accepted accounting principles consistently applied;respect thereto. (bd) Promptly upon receipt thereof, a copy of each other report or letter submitted to the Borrower or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower and the Subsidiaries, and a copy of any response by the Borrower or any Subsidiary of the Borrower, or the Board of Directors of the Borrower or any Subsidiary of the Borrower, to such letter or report. (e) Promptly upon its becoming available, each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally and each regular or periodic report and any registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by the Borrower with or received by the Borrower in connection therewith from any securities exchange or the SEC or any successor agency. (f) Promptly after the furnishing thereof, copies of any statement, report or notice furnished by the Borrower to any Person pursuant to the terms of any indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01. (g) From time to time such other information regarding the business, affairs or financial condition of the Borrower or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as any Lender or the Agent may reasonably request. (h) As soon as available and in any event within ninety ten (9010) days Business Days after the end last day of each fiscal year calendar quarter, a report, in form and substance satisfactory to the Agent, setting forth as of the Companylast Business Day of such calendar quarter a true and complete list of all Hedging Agreements (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities) of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx to market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement. (i) As soon as available, and in any event within ten (10) Business Days after the last day of each calendar quarter, a copy report, in form and substance satisfactory to the Agent, setting forth as of the annual audit report for last Business Day of each such year for calendar quarter a true and complete list of all Properties included in the Companythen current Borrowing Base, including therein setting forth which Properties are subject to a balance sheet Lien in favor of the Company Agent and which are subject to the negative pledge pursuant to Section 9.02, and the net revenue interest attributable to each such Property. (j) As soon as available, and in any event within ten (10) Business Days after the last day of each calendar quarter, a report, in form and substance satisfactory to the Agent, setting forth as of the last Business Day of each such calendar quarter a true and complete list of all Non- Recourse Debt (including, without limitation, the outstanding amount thereof and payment schedule relating thereto) and the Properties supporting same, together with copies of the non-recourse provisions contained in the documents and/or instruments evidencing such Non-Recourse Debt not previously delivered to the Agent. The Borrower will furnish to the Agent, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate substantially in the form of Exhibit C hereto executed by a Responsible Officer (i) certifying as to the matters set forth therein and stating that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail), and (ii) setting forth in reasonable detail the computations necessary to determine whether the Borrower is in compliance with Sections 9.12 and 9.13 as of the end of such the respective fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such quarter or fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to the Rights Holders; (c) as soon as available and in any event within forty five (45) days after the end of each of the first 11 months of each fiscal year of the Company, a balance sheet of the Company as of the end of such month and the related statements of income and stockholders’ equity for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of Directors; and (e) promptly after sending, making available, or filing the same, such reports and financial statements as the Company shall send or make available to the stockholders of the Company.

Financial Statements; Other Reports. The Company will shall maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis, and will shall deliver to each Investor and its Affiliates jointly owning at least two hundred and fifty thousand (250,000) shares of the Company’s capital stock, treating all Preferred Stock on an as converted basis but excluding any unexercised options, warrants or purchase rights (each, a “Rights Holder”):: (a) as soon as available and in any event within forty thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such month and the related unaudited statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company (b) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a an unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such quarter and the related unaudited statements of income and stockholders’ equity and of cash flows of the Company for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Company; (bc) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Company, a copy of the annual audit report audited financial statements for such year for the Company, prepared in accordance with generally accepted accounting principles, including therein a consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such fiscal year and statements of income and stockholders’ equity and of cash flows of the Company for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all duly certified by independent public accountants of recognized standing acceptable to selected and approved by the Rights HoldersAudit Committee; (cd) as soon as available promptly upon receipt thereof, any written report submitted to the Company by independent public accountants in connection with an annual or interim audit of the books of the Company made by such accountants; (e) promptly after receipt thereof, notice of all material actions, suits and in proceedings before any event within forty court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any litigation-related letters, notices and filings; (f) at least forty-five (45) days after prior to the end of each of the first 11 months beginning of each fiscal year of the Company, a balance sheet of an annual operating plan with monthly and quarterly breakdowns (the Company as of the end of such month and the related statements of income and stockholders’ equity “Budget”) for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year and the budget for such current year, all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied; (d) as soon as available and, in any event at least thirty (30) days prior the start of each fiscal year, a copy of as soon as it is made available to the business plan for such year, including operating budgets, operating expenses and profit and loss projections, cash flow projections and capital expenditure budgets, as prepared for the Board of Directors and as approved by the Board of DirectorsBoard; and (eg) promptly within seven (7) working days after sending, making available, or filing coming to the same, such reports and financial statements as attention of the Company or one of its officers, notice of bona fide investment opportunities from outside investors as well as bona fide merger or sale opportunities. Neither the foregoing provisions of this Section nor any other provision of this Investor Rights Agreement shall send or make available be in limitation of any rights which an Investor may have with respect to the stockholders books and records of the Company, or to inspect their properties or discuss their affairs, finances and accounts, under the laws of the jurisdictions in which they are incorporated.