Common use of Financial Statements, Reports, Certificates Clause in Contracts

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to BankAgent: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated an unaudited balance sheet, sheet for the Company and unaudited income statement, and cash flow statement covering Borrower’s consolidated statements for the Borrowers' operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank Agent and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (ib) as soon as available, but in any event no later than 270 within fifteen (15) days after the end of Borrower’s each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year 2013year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to BankAgent; (d) as soon as availableif applicable, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (fe) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Borrowers or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,00050,000) or more; and (gf) such budgetswithin thirty (30) days of the last day of each fiscal quarter, sales projectionsa report signed by Borrowers, operating plans in form acceptable to Agent, listing any applications or other financial information registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as Bank may reasonably request from time well as any material change in any Borrower's intellectual property, including but not limited to timeany subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver provide Bank with the following to Bank: following: (ai) (A) weekly, and (B) upon each request for a Credit Extension, a Transaction Report; (ii) within fifteen (15) days after the end of each month in which there are any outstanding Credit Extensions (otherwise quarterly, within fifteen (15) days after the end of each fiscal quarter), (A) accounts receivable agings, aged by invoice date (including, without limitation, accounts receivable agings for accounts receivable used in determining EXIM Loans), (B) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report and general ledger, (D) perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; and (e) a completed Borrowing Base Certificate; (iii) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, monthly unaudited financial statements; (iv) within thirty (30) days after the end of each month a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a monthly Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (cv) within fifteen (i15) days after the end of each fiscal quarter, copies of invoices for no less than ten percent (10%) of the outstanding balance of EXIM Bank accounts receivable as of the last day of such fiscal quarter; (vi) within thirty (30) days prior to the end of each fiscal year of Borrower and as amended or updated, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (vii) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after following the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated annual financial statements of Borrower prepared in accordance with GAAPcertified by, consistently applied, together and with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another of, independent certified public accounting firm reasonably accountants acceptable to Bank; provided, that for Borrower’s fiscal year ended December 31, 2010, such annual financial statements shall be certified by, and with an unqualified opinion of (dother than qualified with respect to “going concern”), independent certified public accountants acceptable to Bank (viii) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fix) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, One Hundred Fifty Thousand Dollars ($200,000150,000) or more; Notwithstanding the foregoing, when Borrower is at or above the Liquidity Threshold, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (ga)(i)(A) such budgetsabove monthly, sales projectionswithin fifteen (15) days after the end of each month. (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, operating plans as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or other financial information a link thereto on Borrower’s or another website on the Internet. (c) Borrower shall provide Bank with prompt written notice of Borrower’s knowledge of an event that affects the value of the Intellectual Property and that would have a material adverse effect on Borrower’s business, taken as Bank may reasonably request from time to timea whole.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: Lender: (a) as soon as available, but in any event within thirty 30 days (3045 days in the case of a month that is the end of one of Borrower's fiscal quarters) days after the last day end of each monthmonth during each of Borrower's fiscal years, (i) solely with respect to the months of January and February, an unaudited balance sheet and income statement of the Borrower covering the Borrower's operations during such period (subject to adjustments deemed applicable and appropriate), solely with respect to the months of April, May, July, August, October and November, an unaudited consolidated balance sheet and income statement covering Borrower's and its Subsidiaries' operations during such period (subject to adjustments deemed applicable and appropriate), and solely with respect to the months of March, June, September and December, an unaudited consolidated balance sheet, income statement and statement of cash flow covering Borrower's and its Subsidiaries' operations during such period (subject to applicable and appropriate adjustments) and (ii) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; Compliance Certificate, (b) as soon as available, but in any event within thirty (30) 90 days after the end of each calendar monthof Borrower's fiscal years, (i) consolidated and consolidating financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications (including any (A) "going concern" or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a company condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.19), by such accountants to have been prepared consolidated in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated operations during and, if prepared, such period, prepared accountants' letter to management), (ii) a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the existence of any Event of Default under Section 7.19 (to the extent then in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with effect) and (iii) a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; Certificate, (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) 30 days after the end start of each of Borrower’s 's fiscal years 2014 years, copies of Borrower's Projections, in form and beyondsubstance (including as to scope and underlying assumptions) satisfactory to Lender, audited consolidated in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial statements officer of Borrower prepared as being such officer's good faith estimate of the financial performance of Borrower during the period covered thereby; provided, however, that if during the 30 day period prior to delivery of the Borrower's Projections 30% or less of the Maximum Revolver Amount has been funded during such 30 day period, then such Borrower's Projections to be delivered under this Section 6.3(c) may contain for such forthcoming fiscal year, quarter by quarter estimates in accordance with GAAP, consistently applied, together with an unqualified opinion on lieu of month by month estimates certified by the chief financial officer of Borrower as being such officer's good faith estimate of the financial statements performance of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; Borrower during the period covered thereby, (d) as soon as availableif and when filed by Borrower, (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower with the SEC, (iii) copies of Borrower's federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Borrower to its shareholders generally, (e) promptly, but in any event no later than within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the earlier curative action that Borrower proposes to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed take with the Securities and Exchange Commission; respect thereto, (f) promptly upon receipt of notice after the commencement thereof, a report but in any event within 5 days after the service of process with respect thereto on Borrower or any legal actions pending of its Subsidiaries, notice of all actions, suits, or threatened in writing proceedings brought by or against Borrower or any Subsidiary that of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and a Material Adverse Change, and (g) upon the request of Lender, any other information reasonably requested relating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Lender to allow Lender to consult with its independent certified public accountants if Lender reasonably requests the right to do so and that, in such budgetsconnection, sales projections, operating plans or other its independent certified public accountants are authorized to communicate with Lender and to release to whatever financial information as Bank concerning Borrower or its Subsidiaries that Lender reasonably may reasonably request (provided that Borrower is copied on any written correspondence (A) sent by the Lender to the Borrower's independent certified public accountants and (B) received by the Lender from time to timethe Borrower's independent certified public accountants and the Borrower is present at any meetings or conference calls).

Financial Statements, Reports, Certificates. (1) Borrower shall deliver the following to Bank: (i) a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period, in a form acceptable to Bank and certified by a Responsible Officer (a) prior to the occurrence of the Capitalization Event, as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially and (b) upon and after the form occurrence of Exhibit C heretothe Capitalization Event, together with aged listings as soon as available, but no later than forty five (45) days after the last day of accounts receivable and accounts payable by invoice dateeach quarter; (bii) as soon as available, but in any event within thirty no later than ninety (3090) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsfiling, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (fiv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000200,000.00) or more; and (gv) such budgets, sales projections, operating plans or other financial information Bank reasonably requests. (2) Borrower shall deliver to Bank with the financial statements, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit C as Bank may reasonably request from time follows: (i) if prior to timethe occurrence of the Capitalization Event, within thirty (30) days after the last day of each month, and (ii) upon and after the occurrence of the Capitalization Event, within forty five (45) days after the last day of each quarter.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable presentation reasonably acceptable to Bank (and accounts payable by invoice date; it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (the “Monthly Financial Statements”); (b) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenant (if any) set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (c) within thirty (i30) days after the last day of Borrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, annual Board-approved operating budgets and financial projections, in a form of presentation reasonably acceptable to Bank; (d) as soon as available, but and in any event no later than 270 within one hundred eighty (180) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); ; (e) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (f) within five (5) days of delivery, copies of all material statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt, if applicable, all reports on Forms 10-K and 10-Q filed with in each case to the Securities and Exchange Commission; extent same have not been separately furnished to Bank; (fg) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($200,000250,000.00) or more; (h) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and and (gi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankAgent: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement (prepared under GAAP except as provided in the footnotes to such consolidated balance sheet and income statement) covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Agent; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but Agent in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bankits reasonable discretion; (diii) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars its Subsidiaries in excess of the Threshold Amount; ($200,000iv) or moreannually, thirty (30) days prior to Borrower’s fiscal year end, Board approved audited financial projections for the subsequent fiscal year commensurate with those provided to venture capital investors and any material changes thereto; and (gv) such budgets, sales projections, operating plans or and other financial information as Bank may reasonably request from time requested by Agent. (b) Within thirty (30) days after the last day of each month, deliver to timeAgent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month Recurring Revenue report, and B1C and B1B churn graphs, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C C-1 hereto, together with aged listings of accounts receivable and accounts payable if such certificate is requested by invoice dateBank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D D-1 hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one two hundred eighty ten (180210) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (fe) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000) or more, or any commercial tort claim acquired by Borrower; (f) as soon as available, but in any event no later than ten (10) days prior to the beginning of Borrower’s next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) approved by Borrower’s Board of Directors for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank, and (g) such budgets, sales projections, operating plans or plans, other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. (i) Borrower shall deliver the following to Bank: : (a) as soon as available, but in any event within thirty twenty five (3025) days after the last day end of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by a Responsible Officer in substantially the form an officer of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s 's fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; ; (dc) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsfiling, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; ; (fd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000) or more; and ; (ge) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. (f) within fifteen (15) days after the last day of each month quarter, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable. (g) within twenty five (25) days after the last day of each month quarter, with the monthly quarterly financial statements, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. (ii) Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthquarter, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; ; (cb) (i) as soon as available, but in any event no later than 270 within 120 days after the end of Borrower’s each fiscal year 2013of Borrower, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; ; (dc) as soon as availableif applicable, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; ; (fd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) 500,000 or more; and ; (ge) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (f) within 45 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations; (g) within 45 days after the last day of each calendar quarter, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable; (h) within 45 days after the last day of each calendar quarter, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto; (i) on or before July 31 of each year, financial projections (including balance sheet and income statement) of Borrower for the immediately following fiscal year; (j) within 45 days after the last day of each calendar quarter on which any Advances were outstanding or as reasonably requested by Bank, a list of all contracts, including customer name, original terms of contract, remaining term, required monthly payment and payment status; (k) within 45 days after the last day of each calendar quarter on which any Advances were outstanding or as reasonably requested by Bank, a backlog report reflecting contracts for which Borrower has not yet commenced service; and (l) as soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice datedate and a deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s Borrowers’ fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s such Borrowers’ board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s Borrowers’ board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) Weekly accounts receivable agings and reconciliations, aged by invoice date, and accounts payable agings, and transaction reports, together with a Borrowing Base Certificate in the form of Exhibit B attached hereto, delivered to Bank on the last day of each week, as long as Revolving Loans are outstanding and each time an Advance is made, or if in a Streamline Period, then no later than thirty (30) days after the last day of each month, provided that Borrower gives Bank thirty (30) days’ notice to request an Advance; (b) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (bc) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (d) within thirty-one (31) days after the end of each fiscal year of Borrower, annual financial projections in the form provided to Borrower’s investors for such fiscal year as approved by Borrower’s board of Exhibit D heretodirectorss; and (c) (ie) as soon as available, but and in any event no later than 270 within 180 days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank in its reasonable discretion. (eachf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, a “Financial Plan”); (e) copies of all statementsperiodic and other reports, reports proxy statements and notices sent or made available generally other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its security holders or shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q such documents are included in materials otherwise filed with the Securities SEC) may be delivered electronically and Exchange Commission; if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (fg) promptly upon receipt of notice thereof, a report inform Bank in writing of any legal actions pending claim, proceeding, litigation or investigation in the future threatened in writing or instituted against Borrower or involving any Subsidiary single claim that could can reasonably be expected to result in damages liability in excess of $250,000, or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars $500,000 in the aggregate; and ($200,000h) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month Recurring Revenue report, and B1C and B1B churn graphs, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C C-1 hereto, together with aged listings of accounts receivable and accounts payable if such certificate is requested by invoice dateBank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D D-2 hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (fe) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000) or more, or any commercial tort claim acquired by Borrower; (f) as soon as available, but in any event no later than ten (10) days prior to the beginning of Borrower’s next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) approved by Borrower’s Board of Directors for the upcoming fiscal year, in form and substance reasonably satisfactory to Bank, and (g) such budgets, sales projections, operating plans or plans, other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower's and each of its Subsidiary's operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (b) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and such other information as Bank may reasonably request, including, without limitation, if requested by Bank in writing, a statement that at the end of such month there were no held checks; (c) (i) as soon as available, but in any event no later than 270 thirty (30) days after approval by Borrower's Board, and at least annually, annual financial projections for the following fiscal year approved by Borrower's Board and commensurate in form and substance with those provided to Borrower's venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; (d) as soon as available, but no later than two hundred seventy (270) days after the end last day of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and Bank in its reasonable discretion; (iie) as soon as availablein the event that Borrower becomes subject to the reporting requirements under the Exchange Act, but in any event within one hundred eighty five (1805) days after of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the end SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s fiscal years 2014 's website on the Internet at Borrower's website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (f) at least annually, and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of within thirty (30) days following after Board approval, any 409A valuation report prepared by or at the beginning direction of each fiscal year or the date Borrower; (g) within five (5) days of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its all of Borrower's security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fh) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($200,000500,000.00) or more; and and (gi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)in its reasonable discretion; (eiii) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Thousand Dollars ($200,000100,000) or more; (vi) prompt notice of an event that materially and adversely affects the value of the intellectual property taken as a whole; (vii) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, Borrower’s Board-approved projections; and (gviii) such budgets, sales projections, operating plans or and other financial information as Bank may reasonably request from time requested by Bank.” 5. The Loan Agreement shall be amended by inserting the following new definitions to timeappear alphabetically in Section 13.1 thereof: “2008 Effective Date” is March 28, 2008.”

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in substantially the a form of Exhibit C hereto, reasonably acceptable to Bank together with aged listings of accounts receivable and accounts payable (by invoice date); (bii) as soon as available, but in any event within thirty no later than one hundred fifty (30150) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank in its reasonable discretion; ( iii) within five (each5) days of delivery, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (f( v) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($200,000150,000) or more; and (gvi) such budgets, sales projections, operating plans or other financial information as reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, deliver to Bank may reasonably request from time to timewith the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer or Borrower’s Chief Financial Officer or Controller.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank: : (a) within thirty (30) days after the end of each month a transaction report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), and general ledger; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such month, in a Responsible Officer in substantially form reasonably acceptable to Bank (the form “Monthly Financial Statements”); (d) within thirty (30) days after the last day of Exhibit C hereto, each month and together with aged listings the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of accounts receivable the end of such month, Borrower was in full compliance with all of the terms and accounts payable by invoice date; conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (be) as soon as available, but in any event within no later than the earlier of (i) thirty (30) days after the end of each calendar monthfiscal year of Borrower or (ii) seven (7) days of approval of the same by Borrower’s Board, a company prepared consolidated and within seven (7) days of any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheet, income statement, sheets and cash flow statement covering statements, by month) for the then-current fiscal year of Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently appliedand (B) annual financial projections for then-current fiscal year (on a monthly or quarterly basis), in a form reasonably acceptable to Bank and certified each case as approved by a Responsible Officerthe Board, together with a Compliance Certificate signed by a Responsible Officer any related business forecasts used in substantially the form preparation of Exhibit D hereto; such annual financial projections; (c) (if) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after following the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification solely with respect to Borrower’s liquidity typical for venture-backed companies similar to Borrower) on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankBank (the “Annual Financial Statements”); provided however, if the Board does not require audited Annual Financial Statements for any fiscal year, then Borrower shall instead deliver CPA reviewed Annual Financial Statements for such fiscal year only; (dg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, then within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as soon as availablethe case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, but shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any event no later than the earlier to occur of such documents; (h) annually, within thirty (30) days following the beginning of each fiscal year or the date of after approval by Borrower’s board Board of directorsDirectors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statementsany 409(A) for such fiscal year, presented in a monthly format, approved by valuation report prepared to establish the fair market value of Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank Common Stock; (each, a “Financial Plan”); (ei) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; , and upon Bank’s reasonable request, provide updates regarding the status thereof; (gj) such budgetspromptly, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank; (k) prompt written notice of any changes to the beneficial ownership information set out in Section 13 of the Perfection Certificate delivered to Bank on or about the Third Amendment Effective Date. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers. Any submission by Borrower of a Compliance Statement to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, the information and calculations set forth therein are true, accurate and correct in all material respects, (ii) as of the end of the compliance period set forth in such submission, Borrower is in compliance in all material respects with all required covenants except as noted in such Compliance Statement, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in substantially the a form of Exhibit C hereto, reasonably acceptable to Bank together with aged listings of accounts receivable and accounts payable (by invoice date); (bii) as soon as available, but in any event within thirty no later than one hundred fifty (30150) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)in its reasonable discretion; (eiii) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($200,000150,000) or more; and (gvi) such budgets, sales projections, operating plans or other financial information as reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, deliver to Bank may reasonably request from time to timewith the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer or Borrower’s Chief Financial Officer or Controller.” and inserting in lieu thereof the following:

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: (ai) as soon as available, but in any event within thirty no later than forty-five (3045) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (except for “going concern” qualifications for development stage companies) on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; and (iiiii) as soon as available, but in any event within one hundred eighty no later than forty-five (18045) days after the end last day of Borrower’s fiscal years 2014 and beyondyear, audited consolidated Borrower’s financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each projections for current fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, as approved by Borrower’s board Board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)Directors; (eiv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and(v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Thousand Dollars ($200,000100,000) or more; and (gvii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to each Lender: (i) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer as fairly presenting in substantially all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP (except (i) that financial statements provided for periods prior to 2015 are not prepared in conformity with GAAP, and (ii) unaudited financial statements for periods from and after 2015 will not contain GAAP footnotes and will be subject to year-end adjustments; however such financial statements do fairly and accurately state all information regarding cash in accordance with GAAP), and in a form of Exhibit C hereto, together with aged listings of accounts receivable reasonably acceptable to Collateral Agent and accounts payable by invoice date; each Lender; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013or within five (5) days of filing with the SEC, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankCollateral Agent and each Lender in its reasonable discretion; and (ii) as soon as availableprovided, but in any event within one hundred eighty (180) days after however, that notwithstanding the end of Borrower’s fiscal years 2014 and beyondforegoing, audited consolidated financial statements of Borrower prepared in accordance with GAAPfor Borrower’s fiscal year ended December 31, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available2013 may be delivered by, but in any event no later than, March 31, 2015; (iii) within seven (7) days after approval thereof by Borrower’s Board of Directors, but no later than the earlier to occur of thirty sixty (3060) days following after the beginning last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, as approved by Borrower’s board Board of directorsDirectors, and which such annual financial projections shall be set forth in a form quarterly format (such annual financial projections as originally delivered to Collateral Agent and substance reasonably acceptable the Lenders are referred to Bank herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (each7) days after such approval); (iv) within five (5) days of delivery, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; , (fvi) promptly upon receipt of prompt notice thereof, a report (i) of any legal actions pending amendments of the Operating Documents of Borrower or threatened in writing against any of its Subsidiaries and (ii) any material amendments or other material changes to the capitalization table of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; (vii) prompt notice of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (viii) written notice to Collateral Agent and each Lender within ten (10) Business Days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee of Intellectual Property (other than open source, over-the-counter software, prepackaged software and other software that could result in damages or costs is commercially available to the public); (ix) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by Borrower or any Subsidiary of Two Hundred Thousand Dollars its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); and ($200,000x) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may reasonably be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address. (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer, and, upon request of any Lender, aged listings by invoice date of accounts receivable and accounts payable. (c) Keep proper books of record and account in accordance with GAAP in all material respects (except books of record and account for periods prior to 2015 may not be prepared in conformity with GAAP in all respects; however such records and accounts will fairly and accurately state all information regarding cash in accordance with GAAP), in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow Collateral Agent or any Lender, at the sole cost of Borrower, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from time any of its books and records, and to timeconduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than once every year unless (and more frequently if) an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) a Transaction Report (including sales, credit memos, collections journals, other Collateral adjustments, and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than twenty (20) days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within twenty (20) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base company prepared consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit C heretothis Agreement, together and setting forth calculations showing compliance with aged listings the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of accounts receivable and accounts payable by invoice date; such month there were no held checks; (be) as soon as available, but in any event within thirty (30) days after the end of each calendar monthfiscal year of Borrower or more frequently as updated, a company prepared consolidated (A) annual operating budgets (including income statements, balance sheet, income statement, sheets and cash flow statement covering statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officerboard of directors, together with a Compliance Certificate signed by a Responsible Officer any related business forecasts used in substantially the form preparation of Exhibit D hereto; such annual financial projections; (c) (if) as soon as available, but and in any event no later than 270 within one hundred twenty (120) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank in its reasonable discretion; (eachg) within five (5) days of filing, copies of all periodic and other reports, including without limitation all reports on Form 10-K, 10-Q and 8-K, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a “Financial Plan”); link thereto, on Borrower’s website on the Internet at Borrower’s website address; (eh) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (i) prompt written notice of (i) any material change in the composition of the Intellectual Property, if applicable(ii) the registration of any copyright, all reports on Forms 10-K including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Security Agreement or any addendum thereto, and 10-Q filed with (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the Securities and Exchange Commission; value of the Intellectual Property; (fj) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($200,00050,000) or more; and and (gk) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger, and (iv) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer Officer, in substantially the form attached hereto as Exhibit B, certifying that as of Exhibit C heretothe end of such month, together Borrower was in full compliance with aged listings all of accounts receivable the terms and accounts payable by invoice date; conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement; (be) as soon as available, but and in any event within thirty (30) days after the end of each calendar monthfiscal year of Borrower, a company prepared consolidated and contemporaneously with any updates or amendments thereto, (i) annual operating budgets (including income statements, balance sheet, income statement, sheets and cash flow statement covering Borrower’s consolidated operations during such periodstatements, prepared in accordance with GAAPby month), consistently appliedand (ii) annual financial projections (on a quarterly basis), in a form reasonably acceptable to Bank and certified each case as approved by a Responsible Officerthe Board, together with a Compliance Certificate signed by a Responsible Officer any related business forecasts used in substantially the form preparation of Exhibit D hereto; such annual financial projections; (c) (if) as soon as available, but and in any event no later than 270 within one hundred fifty (150) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and ; (iig) as soon as availablein the event that Borrower becomes subject to the reporting requirements under the Exchange Act, but in any event within one hundred eighty five (1805) days after of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the end SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s fiscal years 2014 and beyondwebsite on the internet at Borrower’s website address; provided, audited consolidated financial statements however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on the posting of any such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; documents; (dh) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($200,000100,000.00) or more; and and (gj) such budgetspromptly, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) at all times when a Streamline Period is in effect, within thirty (30) days after the end of each month (forty-five (45) days after the end of each December) and (iii) at all times when a Streamline Period is not in effect, no later than Friday of each week; (b) (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, and general ledger (A) with each request for an Advance, (B) at all times when a Streamline Period is in effect, within thirty (30) days after the end of each month (forty-five (45) days after the end of each December) and (C) at all times when a Streamline Period is not in effect, no later than Friday of each week; (c) as soon as available, but no later than thirty (30) days after the last day of each month (forty-five (45) days after the end of each December), a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering Borrower’s and its Subsidiaries’ consolidated and consolidating operations for such month certified by a Responsible Officer and in any event a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, month and together with aged listings of accounts receivable and accounts payable by invoice date; the Monthly Financial Statements (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar monthDecember), a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ce) at least annually, as soon as available, and in any event within seventy-five (75) days following the end of Borrower’s fiscal year, and contemporaneously with any updates or amendments thereto, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month), and (ii) annual financial projections (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, but and in any event no later than 270 within one hundred five (105) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers from Ernst & Young LLP or another independent certified public accounting firm reasonably acceptable to Bank; and ; (iig) as soon as available, but in any the event that Borrower becomes subject to the reporting requirements under the Exchange Act within one hundred eighty five (1805) days after of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the end SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s fiscal years 2014 and beyondwebsite on the internet at Borrower’s website address; provided, audited consolidated financial statements however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on the posting of any such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; documents; (dh) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($200,000250,000.00) or more; (j) prompt written notice of any material change in the composition of the Intellectual Property; and and (gk) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower (a) Each Credit Party shall deliver the following to BankAgent and each Lender: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering such Credit Party’s consolidated operations for such month certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable acceptable to Agent and accounts payable by invoice dateeach Lender; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end last day of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of BorrowerCredit Party’s fiscal year 2013year, audited consolidated and consolidating financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankAgent and each Lender in its reasonable discretion; and (iiiii) as soon as availableavailable after approval thereof by such Credit Party’s governing board, but in any event within one hundred eighty no later than sixty (18060) days after the end last day of Borrowersuch Credit Party’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly formatand as amended and/or updated, approved by Borrowersuch Credit Party’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)financial projections for current fiscal year; (eiv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its all of such Credit Party’s security holders holders; (v) in the event that such Credit Party is or becomes subject to any holders the reporting requirements under the Securities Exchange Act of Subordinated Debt and1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission (“SEC”) or a link thereto on such Credit Party’s or another website on the Internet; (fvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and (g) such budgets, sales projections, operating plans or and other financial information reasonably requested by Agent or any Lender; (vii) as Bank soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by a Credit Party, which statements may reasonably request be provided to Agent and each Lender by Borrower or directly from the applicable institution(s); and (viii) such additional information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors as Agent or any Lender may from time to timetime reasonably request. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Agent and each Lender with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer. (c) Borrower shall cause each Credit Party to keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon prior written notice and during business hours (which such limitations shall not apply if a Default or Event of Default has occurred), Borrower shall allow, and cause each Credit Party to allow, Agent and Lenders to visit and inspect any properties of a Credit Party, to examine and make abstracts or copies from any Credit Party’s books, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of the Credit Party and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Borrower shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such visits and inspections; provided, however, that Borrower shall be required to reimburse Agent and each Lender for such costs and expenses for no more than two (2) such visits and inspections per twelve (12) month period unless a Default or Event of Default has occurred during such period. (d) Borrower shall, and shall cause each Credit Party to, deliver to Agent and each Lender, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material effect on any of the Required Permits material to Borrower’s business or otherwise on the operations of Borrower or any of its Subsidiaries.

Financial Statements, Reports, Certificates. The Borrower shall deliver the following to Bank: the Administrative Agent: (a) as soon as available, but in any event within thirty forty-five (3045) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar monthquarter, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering the Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank the Administrative Agent and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; ; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (iib) as soon as available, but in any event within one hundred eighty forty-five (18045) days after the end of each calendar quarter, an aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (c) as soon as available, but in any event within ninety (90) days after the end of the Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of the Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified registered public accounting firm reasonably acceptable to Bank; the Administrative Agent (it being understood and agreed that the independent registered public accounting firm of the Borrower as of the Closing Date is acceptable to the Administrative Agent); (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by the Borrower’s board of directorsdirectors (or equivalent control group), an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by the Borrower’s board of directorsdirectors (or equivalent control group), and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); the Administrative Agent; (e) within five (5) Business Days of filing, copies of all material statements, reports and notices sent or made available generally by the Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms copies of the Form 10-K and 10-Q filed with the Securities and Exchange Commission; documents required to be delivered pursuant to clauses (a) and (b) above (to the extent any such documents are included in materials otherwise filed with the SEC) shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the internet at the Borrower’s publically-available website address; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against the Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to the Borrower or any Subsidiary of Two Hundred Thousand Five Million Dollars ($200,0005,000,000) or more; and and (g) such budgets, sales projections, operating plans or other financial information as Bank the Administrative Agent may reasonably request from time to time. The Administrative Agent shall, promptly upon receipt, make available to the Lenders copies of all statements, reports and notices received from the Borrower pursuant to this Agreement. The Borrower shall deliver to the Administrative Agent with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice datereasonably acceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred twenty (30120) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with from an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following after the beginning last day of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such 's fiscal year, presented in a monthly formatfinancial projections, approved by the Borrower’s board 's Board of directorsDirectors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)for the then current fiscal year; (eiv) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (fv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Thousand Dollars ($200,000500,000.00) or moremore in the aggregate; and (gvi) such budgets, sales projections, operating plans or other financial information as reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank may reasonably request from time a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings of accounts receivable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to timeBank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of EXHIBIT D. (d) Allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits shall be conducted no more often than once every twelve(l2) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank in each case at both the Reston address referenced in Section 10 and Comerica Bank, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000, Attn: Compliance: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (ib) as soon as available, but in any event no later than 270 within forty five (45) days after the end of each fiscal quarter, a company prepared consolidated balance sheet, income, and cash flow statement covering Borrower’s fiscal year 2013consolidated operations during such period, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably in a form acceptable to BankBank and certified by a Responsible Officer; and (iic) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (fe) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; (f) within thirty (30) days after the last day of each fiscal year, an annual budget for the current fiscal year in form and substance reasonably satisfactory to Bank; (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (h) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Every Friday, for the preceding week, or, if there are no Obligations owing by Borrower to Bank, within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly and quarterly financial statements, at both the Reston address referenced in Section 10 and Comerica Bank, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000, Attn: Compliance, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense (not to exceed $4,000 per audit, unless an Event of Default has occurred and is continuing), provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) At all times while any Advances are outstanding, a Transaction Report (including sales, credit memos, collections journals, other Collateral adjustments, and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and (ii) in all other cases, no later than Friday of each week (for the avoidance of doubt, no Transaction Report shall be required if no Advances are outstanding); (b) Within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, (C) a Deferred Revenue report, if requested by Bank, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (bd) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (c) (ie) as soon as available, but in any event no later than 270 days after March 31 of each calendar year annual financial projections for the end of following fiscal year as approved by Borrower’s fiscal year 2013, audited consolidated financial statements prepared board of directors and commensurate in accordance form and substance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable those provided to Bank; and Borrower’s venture capital investors; (iif) as soon as available, but and in any event within one hundred eighty (180) days after following the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, under GAAP consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion (it being understood that notwithstanding the requirements of this Section 6.2(f) to the contrary, Borrower shall deliver to Bank the audited financial statements for the 2013 fiscal year no later than December 31, 2014); (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, (i) Borrower’s annual report on form 10-K, as soon as available, and in any event within (A) one hundred eighty (180) days following the end of Borrower’s fiscal year or (B) in the event that Borrower has been granted an extension by the SEC with respect to any fiscal year of Borrower permitting the late filing by Borrower of any annual report on form 10-K, the earlier of (x) one hundred eighty (180) days following the end of Borrower’s fiscal year and (y) the last day of such extension period, (ii) Borrower’s quarterly reports on form 10-Q, as soon as available, and in any event within fifty (50) days following the end of each of the fiscal quarterly periods of each fiscal year of Borrower, and (iii) within five (5) days of filing, copies of all periodic (other than with respect to such reports delivered to Bank pursuant to these clauses (i) and (ii)) and other reports, proxy statements, and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be; provided, documents required to be delivered pursuant to the terms hereof (dto the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; As to any information contained in the materials furnished pursuant to this clause (g), Borrower shall not be required separately to furnish such information under clauses (c) and (f). (h) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following after the beginning last day of each fiscal year or the date month, monthly merchant services processing statements; (i) within five (5) days of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fj) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, One Hundred Fifty Thousand Dollars ($200,000150,000) or more; and and (gk) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but no later than 30 days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Compliance Certificate signed by a Responsible Officer responsible officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (biii) as soon as available, but in any event within thirty (30) no later than 120 days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with from an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (div) as soon as availablewithin 5 days of filing, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent that may alert Bank to a Default or made available generally by Borrower to its security holders or to any holders Event of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDefault; (fv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) 250,000 or more; and (gvi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requests. (b) Bank has the right to timeaudit the Collateral and to require certification of the existence of the Collateral at Bank's expense, provided that if Borrower is in default or has not cured any breach, the audit expenses shall be paid by the Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankCollateral Agent: (ai) as soon as available, but no later than forty five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such quarter certified by a Responsible Officer and in any event within a form reasonably acceptable to Collateral Agent; (ii) no later than ten (10) Business Days after the last day of each month, a company prepared cash report certified by a Responsible Officer showing Borrower’s cash balances as of the end of such month; (iii) as soon as available, but no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed copies of the bank statements for each bank account maintained by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateBorrower; (biv) as soon as available, but in any event within thirty no later than one hundred twenty (30120) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013(commencing with Borrower’s fiscal year ended December 31, 2009), audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankCollateral Agent in its reasonable discretion (which shall include KPMG, the accounting firm utilized by the Borrower on the Effective Date); and (iiv) as soon as available, but in any event within one hundred eighty (180) days available after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval thereof by Borrower’s board Board of directorsDirectors, an annual Borrower’s operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, capital budgets as approved by Borrower’s board Board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)Directors; (evi) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its all of Borrower’s security holders or to any holders of Subordinated Debt andDebt; (vii) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($200,000250,000.00) or more; and (gviii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requested by Collateral Agent. (b) Within thirty (30) days after the last day of each month, deliver to timeCollateral Agent, a duly completed Compliance Certificate signed by a Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankLender: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (bi) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank Lender and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (iii) as soon as available, but in any event no later than 270 within forty-five (45) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s fiscal year 2013operations during such period, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm a form reasonably acceptable to BankLender and certified by a Responsible Officer; and (iiiii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than for a going concern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Lender on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to BankLender; (div) as soon as availableif applicable, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (fv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (gvii) as soon as available, but in any event not later than thirty (30) days from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank Lender may reasonably request from time to time. (a) Within thirty (30) days after the last day of each month, Borrower shall deliver to Lender with the monthly financial statements a Compliance and Collateral Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. (b) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (c) Lender shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. The audit cost per annum (absent an Event of Default) shall not exceed $10,000. Borrower may deliver to Lender on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Lender shall be entitled to rely on the information contained in the electronic files, provided that Lender in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Lender by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, and the Compliance and Collateral Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to the following to Bank: Lender: (a) as soon as available, but in any event within thirty (30) 50 days after the last day end of each monthof Borrower’s fiscal quarters (other than the fourth fiscal quarter), (i) an unaudited consolidated balance sheet, income statement, and statement of cash flow covering Borrower and its Subsidiaries’ operations during such period, and (ii) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; Compliance Certificate, (b) as soon as available, but in any event within thirty (30) 90 days after the end of each calendar monthof Borrower’s fiscal years, (i) Consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by an Approved Accounting Firm and certified, without any qualifications, (including any (A) “going concern” or like qualification or exception, or (B) qualification or exception as to the scope of such audit), by such accountants (other than with respect to the Consolidated nature of such financial statements) to have been prepared in accordance with GAAP (such audited financial statements to include a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated operations during and, if prepared, such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable accountants’ letter to Bank and certified by a Responsible Officer, together with management), (ii) a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; Certificate, and (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) 30 days after the end of each month (other than a month that is the end of one of Borrower’s fiscal years 2014 and beyondquarters), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; a Compliance Certificate; (d) as soon as availablepromptly, but in any event no later than within 5 days after any Credit Party has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the earlier curative action that Borrower proposes to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); take with respect thereto, (e) copies promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on any Credit Party, notice of all statementsactions, reports and notices sent suits, or made available generally proceedings brought by Borrower to its security holders or to against any holders Credit Party before any Governmental Authority in which there is a reasonable probability of Subordinated Debt andan adverse decision which, if applicabledetermined adversely to such Credit Party or such Subsidiary, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; reasonably could be expected to result in a Material Adverse Change, and (f) promptly upon receipt the request of notice thereofthe Lender, a report any other information reasonably requested relating to the Collateral or the financial condition of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages its Subsidiaries. Documents required to be delivered pursuant to Section 6.2(a) or costs (b) shall be deemed to have been delivered on the date (i) on which the Borrower files such documents with the SEC and such documents are publicly available on the SEC’s XXXXX filing system or any Subsidiary of Two Hundred Thousand Dollars successor thereto, or ($200,000ii) on which the Borrower posts such documents, or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timeprovides a link thereto on the Borrower’s website.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date, along with due date aging for export related accounts receivable; (b) as soon as available, but in any event within thirty (30) days after the last day of each month, an EXIM Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto and a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each calendar monthquarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (iid) as soon as available, but in any event within one hundred eighty (180) days after the end of each Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of each Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (de) as soon as available, but in any event within five (5) days of filing, Borrowers’ tax returns with schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank; (f) as soon as available, but in any event no later than (1) the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval review by such Borrower’s board of directors/managers, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved reviewed by such Borrower’s board of directors/managers, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (eg) copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders members or stockholders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K Q and 10-Q K filed with the Securities and Exchange CommissionCommission (acknowledging that Bank’s timely receipt of Borrower’s Form 10-Q and Form 10-K shall satisfy Borrower’s obligation to deliver financial statements under Section 6.3(c) and Section 6.3(d), respectively); (fh) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Twenty Five Thousand Dollars ($200,000125,000) or more; (i) upon Bank’s request (but no more frequently than quarterly), a report of Borrowers’ adjusted EBITDA; (j) copies of any financial statements or other reporting with respect to the JV Entity when such is available; and (gk) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred eighty (30180) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (except for “going concern” qualifications for development stage companies) on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; and (iiiii) as soon as available, but in any event within one hundred eighty no later than forty-five (18045) days after the end last day of Borrower’s fiscal years 2014 and beyondyear, audited consolidated Borrower’s financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each projections for current fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, as approved by Borrower’s board Board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)Directors; (eiv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and(v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Thousand Dollars ($200,000100,000) or more; and (gvii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank (it being agreed that any financial statements substantially in the form previously delivered on or prior to the Closing Date are reasonably acceptable to Bank) and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; Bank (d) as soon as available, but in any event no later than it being understood that the earlier to occur existing accounting firm of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget Borrower and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance other nationally recognized accounting firms are reasonably acceptable to Bank Bank) (each, or an opinion qualified for going concern so long as (i) Borrower’s investors provide additional equity as needed or (ii) such qualification exists due to a “Financial Plan”pending maturity under this Agreement); (ec) copies of all statements, reports reports, and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (fd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Thousand Dollars ($200,000500,000) or more; (e) as soon as available, but in any event within thirty (30) days after the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets, and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (gii) annual financial projections for the following fiscal year as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) a Transaction Report (including annualized churn report for the trailing three (3) months, Monthly Recurring Revenue by customer for the immediately preceding month, and any contra-revenue schedules related thereto), (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date) if applicable; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (bd) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ce) The earlier of (i) sixty (60) days after the last day of each fiscal year of Borrower or (ii) more frequently as periodically updated by Borrower, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; (i) at all times that Borrower’s Board of Directors requires Borrower to prepare annual audited financial statements, as soon as available, but in any event no later than 270 one hundred eighty (180) days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; and (ii) at all other times, as soon as available, but in any event within one hundred eighty not later than sixty (18060) days after the end last day of Borrower’s fiscal years 2014 and beyondyear, audited company prepared annual consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, Responsible Officer and in a form and substance reasonably acceptable to Bank Bank; (eachg) within five (5) days of delivery, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, if applicablecopies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all reports on Forms 10-K and 10-Q of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the Securities SEC) may be delivered electronically and Exchange Commission; if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (fi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($200,00050,000) or more; ; (j) prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Bank, and (giii) such Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) budgets, sales projections, operating plans or and other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and the period certified by a Responsible Officer, together with Officer and in a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) no later than 45 days after the end last day of Borrower’s 2005 fiscal years 2014 and beyondyear, audited compiled consolidated financial statements of Borrower prepared in accordance with GAAPon a tax basis, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as available, but in any event no later than 150 days after the earlier to occur last day of thirty (30) days following the beginning of Borrower’s fiscal 2006 year and each fiscal year or the date of approval by Borrower’s board of directorsthereafter, an annual operating budget and compiled consolidated financial projections (including income statementsstatements prepared on a tax basis, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)consistently applied; (eiv) within 5 days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionmade to members; (fv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) 100,000 or more; and (gvi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requests; and (vii) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to timeany Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property. (b) Within 30 days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (c) Borrower will allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits will be conducted no more often than every year unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: : (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (bi) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; ; (c) (iii) as soon as available, but in any event no later than 270 within forty-five (45) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering Borrower’s fiscal year 2013operations during such period, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm a form reasonably acceptable to Bank; Bank and certified by a Responsible Officer; (iiiii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification except with respect to a lack of liquidity for the Borrower) or otherwise consented to in writing by Bank on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm of national recognized standing or otherwise reasonably acceptable to Bank; ; (div) as soon as availableif applicable, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all material statements, reports and notices sent or made available generally by Borrower to its security holders generally or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; ; (fv) promptly upon receipt of notice thereof, a report of any legal actions pending or or, to the Borrower’s knowledge, threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Seven Hundred Fifty Thousand Dollars ($200,000750,000) or more; ; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, if prepared; (vii) as soon as available, but in any event by February 28 of each year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s Board of Directors, and any revisions of such projections approved by Borrower’s Board of Directors shall be delivered to Bank within thirty (g30) days after such approval; (viii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (ix) within forty-five (45) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any intellectual property security agreement (the “Intellectual Property Report”); (x) within forty-five (45) days of the last day of each fiscal quarter, a report of SaaS metrics, including Borrower’s monthly recurring revenue as of the last day of each month, together with the information and computations used by Borrower to prepare such report in form and substance satisfactory to Bank; (xi) within thirty (30) days after the last day of each month, aged listings by invoice date of accounts receivable and accounts payable, and at such time as the Revolving Line is available to Borrower, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (xii) Within thirty (30) days after the last day of each month, with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto; and (xiii) Promptly (and in any event within three (3) Business Days) upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (b) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. (c) Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Intellectual Property Report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver (a) Deliver to Agent and the following to BankLenders: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer company prepared consolidated and consolidating financial statements covering the consolidated operations of Borrower and its Subsidiaries for such period in substantially the form provided to the Major Investors of Exhibit C heretoBorrower (which, together with aged listings for the avoidance of doubt, shall include consolidated and consolidating balance sheets, income statements and statements of cash flow) and an accounts receivable aging and accounts account payable by invoice dateaging; (bii) as soon as available, but in any event within thirty no later than one hundred twenty (30120) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated and consolidating financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bankof national standing selected by Borrower; and (iiiii) as soon as availableavailable after approval thereof by Borrower’s Board of Directors, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30A) January 31 of each calendar year or (B) seven (7) days following the beginning of each fiscal year or the date of approval by after such approval, Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, as approved by Borrower’s board Board of directorsDirectors, and which shall be in a the form and substance reasonably acceptable provided to Bank the Major Investors of Borrower (eachiv) within five (5) days of delivery, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; and (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8 K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred and Fifty Thousand Dollars ($200,000250,000) or moremore or could result in a Material Adverse Change; and (gvii) such budgets, sales projections, operating plans or and other financial information reasonably requested by Agent. (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to Agent, a duly completed Compliance Certificate signed by a Responsible Officer. (c) Keep proper books of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, at the sole cost of Borrower, Agent and the Lenders, during regular business hours upon reasonable prior notice (except while an Event of Default has occurred and is continuing) up to twice per year, (i) to visit and inspect any of its properties in a reasonable manner, to examine and make abstracts or copies from any of Borrower’s Books, and (ii) to conduct a reasonable collateral audit and analysis of its operations and the Collateral (provided that Borrower shall not be obligated to provide access to or disclose any information that is expressly prohibited to be disclosed by applicable federal or state Law or by a court order or decree; provided, however, that, to the extent that any such court order or decree has been issued pursuant to a consent order requested by the parties to any such litigation such consent order shall include express permission to disclose any such consent order or court order or decree to Agent and Lenders in accordance with this Agreement, including for the avoidance of doubt, Section 12.9) to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of Borrower and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants; provided that Borrower shall only be required to make commercially reasonable efforts to include the independent public accountants. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, Agent and the Lenders may exercise its rights under this Section 6.2 any number of times per year. (d) Within ten (10) days of (i) acquiring and/or developing any new Intellectual Property or (ii) entering or becoming bound by any additional license agreement (other than over-the-counter software that is commercially available to the public) and within three (3) days of any other material change in Borrower’s Intellectual Property from that listed on Perfection Certificate, deliver to Agent an updated Perfection Certificate reflecting same. Borrower shall take such commercially reasonable steps as Bank may reasonably request Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents; provided that Borrower shall not be required to obtain such consent or waiver required pursuant to this sentence with respect to any licenses granted in connection with the Palomar Litigation. (e) If, after the Effective Date, Borrower determines to manufacture, sell, develop, test or market any new Product, Borrower shall give prior written notice to Agent of such determination (which shall include a brief description of such Product, plus a list of all Required Permits relating to such new Product (and a copy of such Required Permits if requested by Agent) and/or Borrower’s manufacture, sale, development, testing or marketing thereof issued or outstanding as of the date of such notice), along with a copy of an updated Perfection Certificate; provided, however, that if Borrower shall at any time obtain any new or additional Required Permits from time the FDA, DEA, or parallel state or local authorities, or foreign counterparts of the FDA, DEA, or parallel state or local authorities, with respect to timeany Product which has previously been disclosed to Agent, Borrower shall promptly give written notice to Agent of such new or additional Required Permits (along with a copy thereof if requested by Agent).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement and, for each calendar month that is the last month of a fiscal quarter, cash flow statement, and cash flow statement covering Borrower’s consolidated operations during such periodperiod (except that the cash flow statement shall cover the entire applicable fiscal quarter), prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, within five (5) days of such filings, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (e) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly formatquarterly format (provided, however, the projected revenues must be set forth for each month of such fiscal year), approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or moreBank; and (gf) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Compliance Certificate signed by a Responsible Officer Office in substantially the form Form of Exhibit C heretoEXHIBIT C, together with aged listings of accounts receivable a company prepared consolidated balance sheet and accounts payable income statement covering Borrower's consolidated operations during the period certified by invoice datea Responsible Officer and in a form acceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred and twenty (30120) days after the end last day of each calendar monthBorrower's fiscal year, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer Office in substantially the form of Exhibit D hereto; (c) (i) as soon as availableEXHIBIT C, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, together with audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with from an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as availablein the event that the Borrower's stock becomes publicly held, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsfiling, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (fiv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000.00) or more; and (gv) such annually, but not later than fifteen (15) days after Board Approval, budgets, sales projectionsprojections and operating plans, operating plans or and (vi) other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) (1) a Borrowing Base Certificate (and any schedules related thereto) together with (2) a calculation of (A) the Federal Revenues as a percentage of the sum of (x) Recurring Revenue of the Loan Parties plus (y) the Federal Revenues and (B) the assets of HashiCorp Federal, Inc. as a percentage of the assets of Borrower and its Subsidiaries on a consolidated basis, in each case, (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (b) as soon as available, but in any event within no later than thirty (30) days after the last day of each monthquarter, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of quarterly accounts receivable and accounts payable agings, aged by invoice date; ; (bc) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthquarter, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidated operations during for such period, prepared in accordance with GAAP, consistently applied, quarter certified by a Responsible Officer of Borrower and in a form reasonably acceptable to Bank and certified by Bank; (d) as soon as available, but no later than thirty (30) days after the last day of each quarter, a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, certifying that as of the end of such quarter, the Loan Parties were in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement and the other Loan Documents, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request; (ce) upon the earlier of (i) ten (10) days after approval by Borrower’s Board of Directors or (ii) sixty (60) days after the last day of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a monthly basis) as approved by Borrower’s Board of Directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, but and in any event no later than 270 within one hundred eighty (180) days after following the end of Borrower’s fiscal year, (i) company-prepared consolidated financial statements prepared under GAAP, consistently applied; provided, that together with the filing of a form S-1 by Borrower with the SEC with respect to the most recent fiscal year 2013for which financial statements are available and for each fiscal year ending thereafter, Borrower shall provide Bank audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; Bank and (ii) a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, certifying that as soon as available, but in any event within one hundred eighty (180) days after of the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented the Loan Parties were in full compliance with all of the terms and conditions of this Agreement and the other Loan Documents, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request; (g) in the event that Borrower or any Subsidiary becomes subject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a monthly formatlink thereto, approved by on Borrower’s board website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of directorsthe posting of any such documents; (h) within ten (10) Business Days of delivery, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its all or a majority of such Loan Party’s security holders or to any holders of Subordinated Debt andDebt; (i) prompt, if applicableand in any event, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; within three (f3) promptly upon receipt of notice thereofBusiness Days, a report of the occurrence of any Default or Event of Default; (j) prompt, and in any event, within five (5) Business Days, report of (i) any adverse finding in respect of any action or proceeding set forth in the Perfection Certificate, (ii) any legal actions pending or threatened in writing against Borrower any Loan Party or any Subsidiary of their respective Subsidiaries that could reasonably be expected to result in damages or costs to Borrower the Loan Parties or any Subsidiary of their respective Subsidiaries of, individually or in the aggregate, Two Hundred Thousand Million Dollars ($200,0002,000,000) or more; , (iii) any Acquisitions or (iv) any matter that has resulted or could reasonably be expected to result in a Material Adverse Change; (k) promptly following any request therefor, information and documentation reasonably requested by Bank for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation; (gl) prompt, and in any event, within five (5) Business Days, report of any departure of any Key Person departing or ceasing to be employed by Borrower or of any Key Person ceasing to be involved in the day to day operations of the Loan Parties or to hold an executive office at least equal in seniority and responsibility to such budgets, sales projections, operating plans or Person’s present office as of the Effective Date; (m) other financial information reasonably requested by Bank; (n) prompt notice of the creation or acquisition of any Subsidiary, including if such Subsidiary is a Foreign Subsidiary; and (o) at least five (5) Business Days’ (or such shorter period as Bank may reasonably request from time be agreed to timeby Bank) prior written notice of any sale or issuance of any stock of Borrower which will result in any Person owning, directly or indirectly, 25% or more of the outstanding voting stock of Borrower on a fully diluted basis, including the purchasers of such stock, any “know your customer” information required by Bank, the terms of such sale or issuance and the total sale or issuance proceeds to be received by Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: Lender: (a) as soon as available, but in any event within thirty 30 days (3050 days in the case of a month that is the end of one of Borrower’s fiscal quarters) days after the last day end of each monthmonth during each of Borrower’s fiscal years, (i) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period; (ii) a Borrowing Base Certificate signed by Compliance Certificate; and (iii) a Responsible Officer in substantially trial balance as of the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; most recent month end (b) as soon as available, but in any event within thirty (30) 105 days after the end of each calendar monthof Borrower’s fiscal years, (i) consolidated and consolidating financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications (other than a company “going concern” qualification or exception) (including any (A) qualification or exception as to the scope of such audit, or (B) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.18), by such accountants to have been prepared consolidated in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated operations during and, if prepared, such periodaccountants’ letter to management), (ii) a certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.18, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with and (iii) a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; Certificate, (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) 30 days after prior to the end start of each of Borrower’s fiscal years 2014 years, copies of Borrower’s Projections, in form and beyondsubstance (including as to scope and underlying assumptions) satisfactory to Lender, audited consolidated in its Permitted Discretion, for the forthcoming fiscal year, month by month, certified by the chief financial statements officer of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on as being such officer’s good faith estimate of the financial statements performance of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; Borrower during the period covered thereby, (d) as soon as availableif and when filed by Borrower, (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower with the SEC, (iii) copies of Borrower’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Borrower to its shareholders generally, (e) promptly, but in any event no later than within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the earlier curative action that Borrower proposes to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed take with the Securities and Exchange Commission; respect thereto, (f) promptly upon receipt of notice after the commencement thereof, a report but in any event within 5 days after the service of process with respect thereto on Borrower or any legal actions pending of its Subsidiaries, notice of all actions, suits, or threatened in writing proceedings brought by or against Borrower or any Subsidiary that of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and a Material Adverse Change, and (g) upon the request of Lender, any other information reasonably requested relating to the financial condition of Borrower or its Subsidiaries. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Lender to allow Lender to consult with its independent certified public accountants if Lender reasonably requests the right to do so and that, in such budgetsconnection, sales projections, operating plans or other its independent certified public accountants are authorized to communicate with Lender and to release to whatever financial information as Bank concerning Borrower or its Subsidiaries that Lender reasonably may reasonably request from time to timerequest.

Financial Statements, Reports, Certificates. (a) Borrower shall will deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 five (5) days after filing with the Securities and Exchange Commission, Borrower's 10-Q quarterly report and a Compliance Certificate in the form of the attached Exhibit C; (ii) as soon as available, but no later than five (5) days after filing with the Securities and Exchange Commission Borrower's annual 10-K report and a Compliance Certificate in the form of the attached Exhibit C for the quarterly period then ending; (iii) as soon as available, but no later than 120 days after the end last day of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with from an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (div) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) 100,000 or more; and (gv) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requests. (b) If the Borrowing Base applies pursuant to Section 2.1.1, Borrower will deliver to Bank within 20 days of the end of each month (i) a Borrowing Base Certificate in the form of Exhibit D attached, (ii) an accounts receivable aging, (iii) an accounts payable aging, and (iv) within 20 days after the end of each month, Borrower shall deliver to Bank a deferred revenue listing. (c) If more than $500,000 is outstanding under the Committed Revolving Line at any one time, Bank shall have the right to audit Borrower's Collateral annually at Borrower's expense. (d) Within five (5) days of filing with the Securities and Exchange Commission, Borrower shall deliver copies of any filings with the Securities and Exchange Commission not listed in 6.2(a) above.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender: (i) prior to the occurrence of a Triggering Event, unless the average of the sum of the Subsidiary Borrower shall deliver Revolver Usage, Irish Loan Usage and Domestic Loan Usage (taken as a whole) over the following to Bank: immediately preceding 30 day period does not exceed $75,000,000, as soon as possible, but in any event, within 45 days after the end of each fiscal quarter, and (aii) if clause (i) is not applicable, as soon as available, but in any event within thirty 30 days (3045 days in the case of a fiscal month that is the end of one of the first 3 fiscal quarters in a fiscal year) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar monthfiscal month during each of Domestic Parent's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated Domestic Parent's and its Subsidiaries' operations during such period, (b) if and when filed by Subsidiary Borrower, prepared in accordance copies of Subsidiary Borrower's income tax returns, and any amendments thereto, filed with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; Inland Revenue Service, (c) if and when filed by Subsidiary Borrower and as requested by Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) as soon as availableSubsidiary Borrower conducts business or is required to pay any such excise tax, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as availablewhere Subsidiary Borrower's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of Subsidiary Borrower, but or (iii) where Subsidiary Borrower's failure to pay any such applicable excise tax reasonably could be expected to result in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; a Material Adverse Change, (d) as soon as available, but in a senior officer of Subsidiary Borrower has knowledge of any event no later than or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the earlier curative action that Subsidiary Borrower proposes to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorstake with respect thereto, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); and (e) copies upon the request of all statementsAgent, reports any other report reasonably requested relating to the financial condition of Subsidiary Borrower. Subsidiary Borrower agrees that its independent certified public accountants are authorized to communicate with Agent and notices sent or made available generally by to release to Agent whatever financial information concerning Subsidiary Borrower Agent reasonably may request. Subsidiary Borrower waives the right to its security holders or to any holders of Subordinated Debt andassert a confidential relationship, if applicableany, all reports on Forms 10-K it may have with any accounting firm or service bureau in connection with any information requested by Agent pursuant to or in accordance with this Agreement, and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of agrees that Agent may contact directly any legal actions pending such accounting firm or threatened service bureau in writing against Borrower or any Subsidiary that could result in damages or costs order to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and (g) obtain such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timeinformation.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) no later than Friday of each week when a Streamline Period is not in effect and there are outstanding Obligations in connection with Advances, and (iii) within thirty (30) days after the end of each month (1) when a Streamline Period is in effect or (2) when a Streamline Period is not in effect and there are no outstanding Obligations in connection with Advances; (b) within thirty (30) days after the end of each month, on a consolidated and consolidating basis with respect to Borrower and its Subsidiaries, (i) monthly accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report (on a consolidated basis only), and general ledger; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower's and each of its Subsidiary's operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; "Monthly Financial Statements"); (bd) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and such other information as Bank may reasonably request, including, without limitation, if requested by Bank in writing, a statement that at the end of such month there were no held checks; (c) (ie) as soon as available, but in any event no later than 270 thirty (30) days after approval by Borrower's Board, and at least annually, annual financial projections for the following fiscal year approved by Borrower's Board and commensurate in form and substance with those provided to Borrower's venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; (f) as soon as available, but no later than two hundred seventy (270) days after the end last day of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and Bank in its reasonable discretion; (iig) as soon as availablein the event that Borrower becomes subject to the reporting requirements under the Exchange Act, but in any event within one hundred eighty five (1805) days after of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the end SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s fiscal years 2014 and beyond's website on the Internet at Borrower's website address; provided, audited consolidated financial statements however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on the posting of any such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; documents; (dh) as soon as available, but in any event no later than the earlier to occur of provide Bank within thirty (30) days following after the beginning last day of each fiscal year or the date of approval by Borrower’s board of directorsmonth and with each request for an Advance, an annual operating budget and financial projections a Purchase Order report. (including income statements, balance sheets and cash flow statementsi) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directorsat least annually, and in a form and substance reasonably acceptable to Bank within thirty (each30) days after Board approval, a “Financial Plan”); any 409A valuation report prepared by or at the direction of Borrower; (ej) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its all of Borrower's security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fk) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($200,000500,000.00) or more; and and (gl) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty no later than twenty-five (3025) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred and fifty (30150) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s 's fiscal year 2013(except for Borrower's fiscal years ending December 31, 2001 and December 31, 2002, which audited consolidated financial statements shall be due July 31, 2003), audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with from an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as availablein the event that the Borrower's stock becomes publicly held, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsfiling, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (fiv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000.00) or more; (v) as soon as available, but not later than forty-five (45) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a monthly and quarterly basis); (vi) prompt notice of any material change in the composition of the Intellectual Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (gvii) such budgets, sales projections, operating plans or other financial information as reasonably requested by Bank. (b) Borrower shall deliver to Bank may reasonably request from time to time.with the monthly and annual financial statements a Compliance Certificate signed by a Responsible Officer in the form of EXHIBIT C.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) all documents, reports and other materials set forth in Sections 6.2(a) and 6.2(b) of the Senior Loan Agreement, as and when required under the Senior Loan Agreement; (b) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (bc) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (c) (id) as soon as available, but in any event no later than 270 ninety (90) days after the end last day of each calendar year, and contemporaneously with any updates or amendments thereto, annual financial projections, as approved by Borrower’s fiscal year 2013board of directors, audited consolidated financial statements prepared and commensurate in accordance form and substance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable those provided to Bank; and Borrower’s venture capital investors; (iie) as soon as available, but and in any event within one hundred eighty (180) days after following the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, under GAAP consistently applied, together with an unqualified (other than a qualification with respect to going concern due to the determination that Borrower has less than twelve (12) months of liquidity) opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; Bank in its reasonable discretion; (df) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act, (i) Borrower’s annual report on form 10-K, as soon as available, but and in any event no later than the earlier to occur of thirty within (30A) ninety (90) days following the beginning end of Borrower’s fiscal year or (B) in the event that Borrower has been granted an extension by the SEC with respect to any fiscal year of Borrower permitting the late filing by Borrower of any annual report on form 10-K, the earlier of (x) ninety (90) days following the end of Borrower’s fiscal year and (y) the last day of such extension period, (ii) Borrower’s quarterly reports on form 10-Q, as soon as available, and in any event within fifty (50) days following the end of each of the fiscal quarterly periods of each fiscal year of Borrower, and (iii) within five (5) days of filing, copies of all periodic (other than with respect to such reports delivered to Bank pursuant to these clauses (i) and (ii)) and other reports, proxy statements, and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be; provided, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date of approval by on which Borrower posts such documents, or provides a link thereto, on Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by website on the Internet at Borrower’s board website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of directorsthe posting of any such documents; As to any information contained in the materials furnished pursuant to this clause (f), Borrower shall not be required separately to furnish such information under clauses (b) and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e). (g) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fh) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs costs, if adversely determined, to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($200,000500,000.00) or more; and and (gi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) prior to completion of the IPO, as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in substantially a form reasonably acceptable to Bank; provided however, Borrower shall not have to deliver copies of the form of Exhibit C hereto, together with aged listings of accounts receivable foregoing financial statements if they are otherwise publicly available through the Securities and accounts payable by invoice dateExchange Commission's XXXXX system; (bii) after completion of the IPO, as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar monthquarter, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, the period certified by a Responsible Officer and in a form reasonably acceptable to Bank Bank; provided however, Borrower shall not have to deliver copies of the foregoing financial statements if they are otherwise publicly available through the Securities and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D heretoExchange Commission's XXXXX system; (ciii) (i) except as otherwise provided below, as soon as available, but in any event no later than 270 one hundred twenty (120) days after the end last day of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent from a nationally-recognized, independent, certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bankfirm; (div) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand One Million Dollars ($200,0001,000,000) or more; and (gvi) such budgets, sales projections, operating plans or other financial information reasonably requested by Bank. In addition to the foregoing, Bank shall have the right to subscribe to an email notification service selected by Bank for the purpose of receiving email notifications of all reports on Forms 8-K, 10-K and 10-Q filed by Borrower with the Securities and Exchange Commission. Borrower shall be obligated to reimburse Bank for all costs and expenses incurred by Bank in connection with such email notification service immediately upon Borrower's receipt of an invoice therefor from Bank. (b) If an Advance is requested under the Borrowing Base, within thirty (30) days after the last day of each month and one Business Day prior to the delivery of a Payment/Advance Form, Borrower will deliver to Bank a Borrowing Base Certificate in the form of Exhibit C, with aged listings of accounts receivable and accounts payable. (c) Borrower shall deliver to Bank, together with the monthly or quarterly financial statements set forth in clauses (a)(i) and (a)(ii) above and the annual financial statements set forth in clause (a)(iii) above, a Compliance Certificate in the form of Exhibit D signed by a Responsible Officer. If the financial statements are deemed delivered via internet posting through XXXXX, the Compliance Certificate shall continue to be delivered via paper copies. (d) Borrower shall, during normal business hours, from time to time upon three (3) days prior notice: (i) provide Bank and any of its officers, employees and agents access to its properties, facilities, advisors, officers and employees of Borrower and to the Collateral, (ii) permit Bank, and any of its officers, employees and agents, to inspect, audit, conduct field examinations, and make extracts from Borrower's books and records, and (iii) permit Bank, and its officers, employees and agents, to inspect, review, evaluate and make test verifications and counts of the Accounts, Inventory and other Collateral of Borrower. So long as no Default or Event of Default shall have occurred and be continuing, Bank shall not be entitled to be reimbursed for more than two (2) field examinations in any calendar year. If an Event of Default has occurred and is continuing, Borrower shall provide access to (x) its properties, facilities, advisors, officers and employees of Borrower and to the Collateral at all times and without advance notice, and (y) its suppliers and customers upon request from Bank. Borrower shall promptly make available to Bank and its counsel originals or copies of all books and records that Bank may reasonably request from time to timerequest.

Financial Statements, Reports, Certificates. Borrower (a) Each Credit Party shall deliver the following to BankAgent and each Lender: (ai) as soon as available, but no later than fifty-five (55) days after the last day of each fiscal quarter, a company prepared consolidated (and, at the reasonable request of Agent, consolidating) balance sheet, income statement and cash flow statement covering such Credit Party’s consolidated operations for such fiscal quarter certified by a Responsible Officer and in a form reasonably acceptable to Agent and each Lender; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of a Credit Party’s fiscal year, audited consolidated (and, at the reasonable request of Agent, consolidating) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent and each Lender in its reasonable discretion; (iii) as soon as available after approval thereof by such Credit Party’s governing board, but no later than thirty (30) days after the last day of such Credit Party’s fiscal year, and as amended and/or updated, such Credit Party’s operating plan (including financial projections) for current fiscal year; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of such Credit Party’s security holders or to any event holders of Subordinated Debt; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”) or a link thereto on such Credit Party’s or another website on the Internet; (vi) as soon as available, but no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed copies of the month-end account statements for each Collateral Account maintained by a Responsible Officer in substantially any Credit Party or any of its Subsidiaries (including, for the form avoidance of Exhibit C heretodoubt, together with aged listings of accounts receivable each Deposit Account, Securities Account and accounts payable Commodity Account maintained by invoice datethe Securities Subsidiary), which statements may be provided to Agent and each Lender by Borrower or directly from the applicable institution(s); (bvii) as soon as available, but promptly (and in any event within thirty ten (3010) days of any request therefor) such readily available budgets, sales projections, operating plans, financial information and other information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors reasonably requested by Agent or any Lender; and (viii) within ten (10) days after any Credit Party becomes aware of any claim or adjustment proposed for any prior tax years of any Credit Party or any of their Subsidiaries which could result in additional material Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment, which purposes of the end foregoing clause (viii), “material” shall mean in excess of $50,000. Delivery of the foregoing financial statements and other items as set forth in clauses (i), (ii) and (iv) of this Section 6.2(a) may be satisfied by written notice that such financial statements or other items have been filed with the SEC or posted on the Borrower’s website, which written notice shall include an electronic link to such financial statements or other items. (b) Borrower shall deliver to Agent and each calendar monthLender with the quarterly financial statements described above, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; Officer. (c) (i) as soon as available, but in any event no later than 270 days after the end Borrower shall and shall cause each Credit Party to keep proper books of Borrower’s fiscal year 2013, audited consolidated financial statements prepared record and account in accordance with GAAPGAAP in which full, consistently appliedtrue and correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon prior written notice and during business hours (which such limitations shall not apply if an Event of Default has occurred), together Borrower shall allow, and cause each Credit Party to allow, Agent and Lenders to visit and inspect any properties of a Credit Party, to examine and make abstracts or copies from any Credit Party’s books, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of the Credit Party and to discuss its respective affairs, finances and accounts with an unqualified opinion on their respective officers, employees and independent public accountants as often as may reasonably be desired. Borrower shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such financial statements visits and inspections; provided, however, that Borrower shall be required to reimburse Agent and each Lender for such costs and expenses for no more than one (1) such visit and inspection per twelve (12) month period unless a Default or Event of PriceWaterhouseCoopers Default has occurred and is continuing during such period; provided that if Agent or another independent certified public accounting firm reasonably acceptable Lender, upon the occurrence of a Default of Event of Default, is in the process of performing, or has incurred any costs or expenses in connection with, such reimbursable visit or inspection when such Default or Event of Default is no longer continuing, such partially performed visit or inspection shall not be subject to, and shall not count against, any limitations set forth herein. (d) Borrower shall, and shall cause each Credit Party to, deliver to Bank; Agent and each Lender, within five (ii) as soon as available, but in any event within one hundred eighty (1805) days after the end of Borrower’s fiscal years 2014 and beyondsame are sent or received, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statementsmaterial correspondence, reports reports, documents and notices sent other filings with any Governmental Authority that could reasonably be expected to have a material effect on any of the Required Permits material to Borrower’s business or made available generally by Borrower to its security holders or to any holders otherwise on the operations of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries (except that could result in damages or costs reporting related to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timeRegulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 6.16).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) as soon as available, but in any event within thirty fifteen (3015) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable, (ii) a sales journal, (iii) a collections journal, (iv) an inventory listing, (v) a deferred revenue listing, if applicable, and (vi) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; ; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such periodmonth, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; ; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; ; (d) as soon as available, but in any event within fifteen (15) days after filing, copies of Borrower’s tax returns, with schedules, prepared by an independent certified public accounting firm reasonably acceptable to Bank; (e) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning January 31 of each fiscal year or the date of approval by Borrower’s board of directorsyear, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statementsstatements presented in a monthly format) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable satisfactory to Bank (each, a “Financial Plan”); ; (ef) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; ; (fg) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,00050,000) or more; and , or any commercial tort claim (gas defined in the Code) acquired by Borrower; (h) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably request from time to time; and (i) promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event described in Section 8 (including Section 8.6) which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankLender: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations (prepared in accordance with GAAP) for such month certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Lender; (bii) as soon as available, but in any event within thirty no later than ninety (3090) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers from Pricewaterhouse Coopers or another nationally recognized independent certified public accounting firm reasonably acceptable to Bankfirm; and (iiiii) as soon as available, but in any event within one hundred eighty no later than forty-five (18045) days after the end last day of each of Borrower’s fiscal years 2014 and beyondyears, audited consolidated Borrower’s financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than projections for the earlier to occur of thirty (30) days following the beginning of each current fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, as approved by Borrower’s board Board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)Directors; (eiv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its all of Borrower’s security holders or to any holders of Subordinated Debt and, if applicableDebt; (v) within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; and (gvii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requested by Lender. (b) Within thirty (30) days after the last day of each month, deliver to timeLender with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankAgent: (ai) as soon as practicable (and in any event within 30 days) after the end of each of the first two months of each quarter, unaudited interim and year-to-date financial statements as of the end of such month (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer, Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year end or quarter end adjustments, and (C) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements; (ii) as soon as practicable (and in any event within 45 days) after the end of each calendar quarter, unaudited interim and year-to-date financial statements as of the end of such quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer, Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year end adjustments, and (C) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements; (iii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (iv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (vi) a prompt report of any event within legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more or could result in a Material Adverse Change; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Agent. (b) Within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially of the form first two months of Exhibit C hereto, together with aged listings of accounts receivable each quarter and accounts payable by invoice date; within forty five (b) as soon as available, but in any event within thirty (3045) days after the end last day of each calendar monthquarter, deliver to Agent with the monthly financial statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; Officer. The executed Compliance Certificate may be sent via facsimile to Agent at (000) 000-0000 or via e-mail to xxxxxxx@xxxxxxxxxxxx.xxx. All financial statements required to be delivered pursuant to clause (a) above shall be sent via e-mail to xxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx with a copy to xxxxxxx@xxxxxxxxxxxx.xxx provided, that if e-mail is not available or sending such financial statements via e-mail is not possible, they shall be sent via facsimile to Agent at: (000) 000-0000, attention Chief Credit Officer. (c) (i) as soon as available, but in any event no later than 270 days after the end Keep proper books of Borrower’s fiscal year 2013, audited consolidated financial statements prepared record and account in accordance with GAAPGAAP in which full, consistently appliedtrue and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall allow, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after at the end sole cost of Borrower’s fiscal years 2014 , Agent and beyondLenders to visit and inspect any of its properties, audited consolidated financial statements to examine and make abstracts or copies from any of its books and records, to conduct a collateral audit and analysis of its operations and the Collateral, to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of Borrower prepared in accordance and to discuss its respective affairs, finances and accounts with GAAPtheir respective officers, consistently appliedemployees and independent public accountants as often as may reasonably be desired. Notwithstanding the foregoing, together with an unqualified opinion on such financial statements audits shall be conducted at Borrower’s expense no more often than once every twelve (12) months unless a Default or Event of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; Default has occurred and is continuing. (d) as soon as available, but in any event no later than the earlier Deliver to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, Agent an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.updated Schedule 5.12

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) no later than Friday of each week when a Streamline Period is not in effect, and (ii) within seven (7) days after the end of each month when a Streamline Period is in effect; (b) within seven (7) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) Deferred Revenue report, and (D) monthly reconciliations of accounts receivable agings (aged by invoice date), general ledger and customer debtor information; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet, income statement and cash flow covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (bd) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checksas soon as available, and at least annually, within ten (c10) days of approval by Borrower’s board of directors and contemporaneously with any updates or amendments thereto, (iA) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, (B) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections, and (C) a capitalization table; (e) as soon as available, but and in any event no later than 270 within one hundred fifty (150) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and Bank (ii) as soon as available, but in provided that any event within one hundred eighty (180) days after firm associated with the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with “Big Four” accounting firms or an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably affiliate thereof is deemed acceptable to Bank; ); (df) as soon as available, but in any the event no later than that Borrower becomes subject to the earlier to occur of thirty reporting requirements under the Exchange Act within five (305) days following of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the beginning SEC, any Governmental Authority succeeding to any or all of each fiscal year the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date of approval by on which Borrower posts such documents, or provides a link thereto, on Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by website on the internet at Borrower’s board website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of directorsthe posting of any such documents; (g) within five (5) days of delivery, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fh) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of, individually or in the aggregate, one hundred Thousand Dollars ($200,000100,000) or more; and ; (gi) such budgetspromptly, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. (j) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement or the ISR Debentures and UK Debenture, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property. (k) Provide Bank with prompt written notice of any changes to the beneficial ownership information set out in items 2(d) through 2(g) of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Lender with the following to Bank: following: (a) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and, upon Lender’s request, consolidating balance sheet and income statement covering Borrower’s consolidated operations and Borrower’s and each of its Subsidiaries operations (subject to the absence of footnotes and subject to year-end adjustments) for such month certified by a Responsible Officer and in substantially a form acceptable to Lender (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (b) as soon as available, but in any event a copy of the “Compliance Certificate” from time to time required to be delivered under the SVB Loan Facility, together with all schedules and attachments thereto; (c) within thirty forty-five (3045) days after the end of each calendar monthfiscal year of Borrower, a company prepared consolidated and promptly upon any subsequent modification thereof, (i) annual operating budgets (including income statements, balance sheet, income statement, sheets and cash flow statement covering statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officerboard of directors, together with a Compliance Certificate signed by a Responsible Officer any related business forecasts used in substantially the form preparation of Exhibit D hereto; such annual financial projections; (c) (id) as soon as available, but and in any event no later than 270 within one hundred fifty (150) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); Lender; (e) within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Lender in writing (which may be by electronic mail) of the posting of any such documents; (f) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fg) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($200,000100,000) or more; (h) a prompt report of any complaints filed with the Texas Workforce Commission against Borrower in the aggregate of Twenty-Five Thousand Dollars ($25,000) or more; and and (gi) such budgetspromptly, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Lender.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty (30) no later than 30 days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such the period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (iii) as soon as available, but in any event no later than 270 120 days after the end last day of Borrower’s 's fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with from an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as availablewithin 5 days of filing, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent filed or made available generally by Borrower to its security holders any government agency or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (fiv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) 150,000 or more; (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (gvi) such budgetsan annual budget approved by the Board and will provide as soon as available, but no later than 30 days after requested, sales projections, operating plans or other financial information as requested by the Bank, which request, absent an Event of Default, shall not occur more than once per calendar year. (b) Within 30 days after the last day of each month, Borrower will deliver to Bank may reasonably request from time with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit C. (c) Bank has the right to timeaudit the Collateral once per calendar year absent an Event of Default, and to require certification of the existence of the Collateral, once per calendar year absent an Event of Default, at Borrower's expense.

Financial Statements, Reports, Certificates. Borrower Scynexis shall deliver to Sanofi: (i) as soon as available, but in any event within 30 days after the following end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Scynexis’s operations during such period, in a form and substance reasonably acceptable to Bank: Sanofi and certified by a Responsible Officer; (ii) (a) as soon as available, but in any event within thirty (30) 45 days after of the last day end of each monthfiscal quarter the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal quarter, each prepared in accordance with GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a Borrowing Base Certificate signed certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a Responsible Officer consolidated basis in substantially the form of Exhibit C heretoaccordance with GAAP, together with aged listings of accounts receivable and accounts payable by invoice dateconsistently applied (subject to normal year-end adjustments); (biii) as applicable, (a) as soon as available, but in any event within thirty (30) 60 days after of the end of each calendar month, a company prepared fiscal semi-annual period the consolidated balance sheetsheet and related statements of operations, income statement, stockholders’ equity and cash flow statement covering Borrower’s consolidated operations during flows of Scynexis and its subsidiaries as of the end of and for such fiscal semi-annual period, each prepared in accordance with GAAP, consistently appliedand (b) in the case of the financial statements referred to in the foregoing clause (a), in a form reasonably acceptable certification by the chief financial officer of Scynexis to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited effect that such consolidated financial statements prepared present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable applied (subject to Banknormal year-end adjustments); and (iiiv) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of BorrowerScynexis’s fiscal years 2014 and beyondyear, audited consolidated and consolidating financial statements of Borrower Scynexis prepared in accordance with GAAPgenerally acceptable accounting principles, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (dv) an annual budget, approved by Scynexis’s Board of Directors, as soon as available, available but in any event no not later than the earlier to occur of thirty (30) 15 days following after the beginning of each fiscal year or of Scynexis during the date term of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)this Agreement; (evi) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or Scynexis to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (fvii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Scynexis or any Subsidiary subsidiary that could reasonably be expected to result in damages or costs to Borrower Scynexis or any Subsidiary subsidiary of Two Hundred Thousand Dollars ($200,000) 300,000 in aggregate or more; (viii) promptly upon receipt, each management letter prepared by Scynexis’s independent certified public accounting firm regarding Scynexis’s management control systems; and (gix) such budgets, sales projections, operating plans or other financial information generally prepared by Scynexis in the ordinary course of business as Bank Sanofi may reasonably request from time to time. a. In addition, Scynexis shall also furnish to Sanofi any other material information pertaining to: (i) the financial condition or prospects of Scynexis; (ii) the ability of Scynexis to service the HSBC credit under the Facility as amended from time to time; (iii) the terms of the Credit Agreement; (iv) the Collateral (as defined in the Security Agreement) granted to Sanofi by the Security Agreement; (v) the terms of the Security Agreement, (vi) the terms of the Guarantee, or (vii) any change in the status of items (i)-(vi) above. b. At the same time as the financial statements required above for Scynexis are delivered, Scynexis shall deliver to Sanofi a certificate signed by Scynexis’ chief financial officer to the effect that, with reference to the circumstances and facts then prevailing, no GEA EOD (as defined below), no Event of Default as defined in Section 12 of the Security Agreement, no failure to comply with the terms of the Addendum thereof dated 9 April 2010, no Event of Default as defined in Section 7 of the Amended Facility, and no event which, with the giving of notice or the lapse of time, or both, would constitute such an event of default, has occurred and is continuing (any such event of default or default, a “Credit Event”). c. As soon as possible, and in any event within three (3) calendar days after becoming aware of the occurrence of a Credit Event, Scynexis shall deliver to Sanofi a written statement of a Responsible Officer satisfactory to Sanofi setting forth details of the Credit Event, and the action which Scynexis has taken or proposes to take with respect thereto.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to the following to Bank: Administrative Agent: (a) as soon as available, but in any event within thirty no later than five (305) days Business Days after filing with the last day of each monthSecurities Exchange Commission (the “SEC”), a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoBorrower’s 10-K, together with aged listings of accounts receivable 10-Q and accounts payable by invoice date; 8-K reports; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering together with Borrower’s consolidated operations during such period10-K filing, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited its consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable firm, provided, that, any explanatory language (as described in AU Section 508) in such opinion will not be deemed to Bank; and be a qualification of such opinion; (iic) as soon as available, but in any event within one hundred eighty a Compliance Certificate (180) days after delivered with the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with reports (as applicable)); (d) within sixty (60) days after the Securities and Exchange Commission; end of each Fiscal Year, cash projections for the following Fiscal Year (fon a quarterly basis) promptly upon receipt as presented to Borrower’s board of notice thereof, directors (the “Borrower Board”); (e) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and more or could reasonably be expected to result in a Material Adverse Change; (gf) such budgets, sales projections, operating plans or any other financial information any Agent reasonably requests; (g) to the extent permissible under applicable law, promptly after submission to any Governmental Authority, all material documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (h) as Bank may soon as possible, and in any event within three (3) Business Days after the occurrence of an Event of Default or Default, the written statement of a Responsible Officer of Borrower setting forth the details of such Event of Default or Default and the action which the affected Loan Party proposes to take with respect thereto; (i) promptly after the commencement thereof but in any event not later than five (5) Business Days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably request be expected to result in a Material Adverse Change; (j) within forty-five (45) days after the end of each month commencing with the first month ending after the Effective Date, reports (in the form annexed hereto as Exhibit I) reviewed by management of Borrower and an updated Portfolio Report, in each case certified by a Responsible Officer of Borrower; (k) as soon as possible and in any event within five (5) Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the sale or other Disposition of any Private Securities included in the Portfolio; (l) promptly upon receipt thereof, a copy of any material notice received from any holder of any Indebtedness of any Loan Party; (m) promptly upon request, any certification or other evidence requested from time to timetime by any Agent in its sole discretion, confirming Borrower’s compliance with Sections 7.15 and 7.16; and (n) within five (5) Business Days after the end of each Fiscal Year and within five (5) Business Days after a request by the Administrative Agent, a Miscellaneous Securities Report certified by a Responsible Officer of Borrower. Borrower’s 10-K, 10-Q, and 8-K reports and financial statements required to be delivered pursuant to Section 6.2(a) shall be deemed to have been delivered on the date on which Borrower files such report with the SEC or provides a link thereto on Borrower’s or another website on the Internet.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within thirty no later than twenty-five (3025) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred and fifty (30150) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s 's fiscal year 2013(except for Borrower's fiscal years ending December 31, 2001 and December 31, 2002, which audited consolidated financial statements shall be due July 31, 2003), audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with from an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as availablein the event that the Borrower's stock becomes publicly held, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsfiling, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K, 10- Q and 8-K and 10-Q filed with the Securities and Exchange Commission; (fiv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000.00) or more; (v) as soon as available, but not later than forty-five (45) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a monthly and quarterly basis); (vi) prompt notice of any material change in the composition of the Intellectual Property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (gvii) such budgets, sales projections, operating plans or other financial information as reasonably requested by Bank. (b) Borrower shall deliver to Bank may reasonably request from time to time.with the monthly and annual financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit C." and inserting in lieu thereof the following:

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateacceptable to Bank; (bii) as soon as available, but in any event within thirty no later than one hundred fifty (30150) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers from Ernst & Young or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)in its reasonable discretion; (eiii) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and(iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms 10Form 1Q-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fiv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; and (gv) such budgets, sales projections, operating plans or and other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (i) aged listings of accounts receivable and accounts payable (by invoice date) and (ii) purchase order reports for the Purchase Orders, or such other Purchase Order reports as are requested by Bank may reasonably request from time in its reasonable business judgment. (c) Within thirty (30) days after the last day of each month, deliver to timeBank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. (d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. The first such audit will be conducted within 30 days of closing, and thereafter such audits shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, and (ii) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger and (D) monthly recurring revenue reports including income statements and calculation of the Annualized Churn Rate and MRR; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (bd) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth and together with the Monthly Financial Statements, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such month, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (c) (ie) as soon as available, but no later than the earlier of (i) January 31st of each fiscal year of Borrower or (ii) within fifteen (15) days of approval of the same by Borrower’s board of directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event no later than 270 within one hundred eighty (180) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and ; (iig) as soon as available, but in any the event that Borrower becomes subject to the reporting requirements under the Exchange Act within one hundred eighty five (1805) days after of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the end SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s fiscal years 2014 and beyondwebsite on the Internet at Borrower’s website address; provided, audited consolidated financial statements however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on the posting of any such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; documents; (dh) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($200,000100,000) or more; (j) as soon as available, but no later than thirty (30) days after the same are completed, copies of any 409A valuation reports together with any reports, summaries and other documents accompanying such report; provided that the foregoing requirement shall be automatically waived by Bank at all times after Borrower completes the IPO and continues to be traded on a major United States stock exchange; (gk) such budgets, sales projections, operating plans or other financial information reasonably requested by Bank. Notwithstanding the foregoing, upon consummation of the IPO and so long as Bank may reasonably request from time to timeno Advances are outstanding, all monthly reporting requirements shall be due quarterly within forty five (45) days of the end of each calendar quarter.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within thirty forty-five (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (3045) days after the end of each calendar monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement and recurring revenue report covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as availableif applicable, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (fiv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower such Loan Party or any such Subsidiary of Two Five Hundred Thousand Dollars ($200,000500,000.00) or moremore or any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget (gon a quarterly basis, including income statements, balance sheets and cash flow statements, by quarter) for the immediately following year, with evidence of approval thereof by Borrower’s Board of Directors, and contemporaneously with delivery or approval by Borrower’s Board of Directors, any updates or changes thereto; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time, (viii) promptly following any request therefor, information and documentation reasonably requested by Bank for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, (ix) prompt notice of the creation or acquisition of any Subsidiary, and (x) within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of governmental approvals or requirements of law or that could reasonably be expected to have a material effect on any of the governmental approvals or otherwise on the operations of Borrower or any of its Subsidiaries. (b) Within forty-five (45) days after the last day of each quarter, deliver to Bank aged listings by invoice date of accounts receivable and accounts payable. (c) Within forty-five (45) days after the last day of each quarter, deliver to Bank with the quarterly financial statements a Compliance Certificate certified as of the last day of the applicable quarter and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of quarterly financial statements and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver provide Bank with the following to Bank: following: (ai) weekly, whenever there are any outstanding Credit Extensions, and upon each request for a Credit Extension, a Transaction Report; (ii) whenever there are any outstanding Credit Extensions, within twenty (20) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly unbilled accounts receivable agings (aged by revenue date), Deferred Revenue report and general ledger, and (D) a schedule of expected collections; (iii) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheetmonthly unaudited financial statements, income statementunless Borrower has filed financial information with the Securities and Exchange Commission on form 10-Q or 10-K within any given month, and cash flow statement covering in which case Borrower’s consolidated operations during such period, prepared in accordance compliance with GAAP, consistently applied, in Section 6.2(b) of this Agreement shall satisfy this subsection (iii); (iv) within thirty (30) days after the end of each month a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a monthly Compliance Certificate signed by a Responsible Officer in substantially the form Officer, certifying that as of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013such month, audited consolidated Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial statements prepared covenants set forth in accordance with GAAPthis Agreement and such other information as Bank shall reasonably request, consistently appliedincluding, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as availablewithout limitation, but in any event within one hundred eighty (180) days after a statement that at the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; month there were no held checks; (dv) as soon as available, but in any event no later than the earlier to occur of within thirty (30) days following the beginning of each fiscal year or the date of after approval by Borrower’s board of directors, an (A) annual operating budget and financial projections budgets (including income statements, balance sheets and cash flow statements, by month) for such the upcoming fiscal yearyear of Borrower, presented in and (B) annual financial projections for the following fiscal year (on a monthly formatquarterly basis), approved by together with any related business forecasts delivered to Borrower’s board of directorsdirectors in the preparation of such annual financial projections; and (vi) as soon as available, and in a form any event within one hundred fifty (150) days following the end of Borrower’s fiscal year, annual financial statements certified by, and substance reasonably with an unqualified opinion of, independent certified public accountants acceptable to Bank. Notwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall not be required to provide Bank with the Transaction Report required pursuant to clause (eacha)(i) above; provided, however, that during such Streamline Period, Borrower shall provide Bank, within twenty (20) days after the end of each month in which there were any outstanding Credit Extensions, a “Financial Plan”); duly completed Borrowing Base Certificate signed by a Responsible Officer. (eb) copies In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of all statements1934, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt andas amended, if applicablewithin five (5) days after filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; Commission or a link thereto on Borrower’s or another website on the Internet. (fc) promptly upon receipt Prompt written notice of notice thereof(i) any material change in the composition of the intellectual property, a report (ii) the registration of any legal actions pending copyright, including any subsequent ownership right of Borrower in or threatened in writing against Borrower to any copyright, patent or any Subsidiary trademark not previously disclosed to Bank, or (iii) Borrower’s knowledge of an event that could result in damages or costs to Borrower or any Subsidiary has an actual material adverse effect on the value of Two Hundred Thousand Dollars ($200,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timethe intellectual property.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) as soon as available, but in any no event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within later than thirty (30) days after the end of each calendar month, a company prepared consolidated Borrower's unaudited balance sheetsheet and profit and loss statement for such month, income statement, and cash flow statement covering Borrower’s consolidated operations during such periodtogether with an inventory aging, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified as correct to the best knowledge and belief by a Responsible Officer, together with a Compliance Certificate; (b) within five days of the last day of each month, an aged list of Borrower's accounts receivable and an aged list of Borrower's accounts payable, together with a Borrowing Base Certificate signed prepared and executed by a Responsible Officer in substantially the form of Exhibit D hereto; Officer; (c) (i) as soon as availableat the time of every Advance and/or paydown request, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applieda Daily Transaction Report, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; supporting schedules, prepared and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; executed by a Responsible Officer; (d) as soon as available, but in any no event no later than the earlier to occur of thirty ninety (3090) days following after the beginning end of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly formatbalance sheet and income statement for the year ended, approved audited by Borrower’s board of directors, and in a form and substance certified public accountant reasonably acceptable satisfactory to Bank (each, a “Financial Plan”); Bank; (e) copies a copy of all statements, reports its annual federal tax return within 15 days of the filing thereof with the Internal Revenue Service; (f) a copy of any 10-Q and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed reports (or equivalent forms for a "small business issuer" under Rule 12b-2) within five (5) days of the filing thereof with the Securities and Exchange Commission; ; (fg) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) 100,000.00 or more; and and (gh) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Bank shall have a right from time to time hereafter to audit and examine Borrower's Accounts and Inventory at Borrower's expense, provided that such audits will be conducted no more often than every three months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bankfollowing: (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance; (ii) during a Quarterly Streamline Period, quarterly, within thirty (30) days after the end of each quarter; (iii) during a Monthly Streamline Period, monthly, within thirty (30) days after the end of each month; and (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect; (b) (i) during a Quarterly Streamline Period, within thirty (30) days after the end of each quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month: (aA) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, and general ledger; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each monthmonth when a Quarterly Streamline Period is not in effect, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto“Monthly Financial Statements”); (d) (i) at all times when a Quarterly Streamline Period is in effect, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but no later than thirty (30) days after the last day of each quarter when a Quarterly Streamline Period is in any event effect, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Quarterly Financial Statements”); provided, that such Quarterly Financial Statements shall only be required to be delivered hereunder to the extent Borrower is no longer required to file with the SEC; and (ii) at all times when a Quarterly Streamline Period is in effect, as soon as available, but no later than thirty (30) days after the last day of each quarter, a company prepared consolidating balance sheet and income statement covering Borrower’s consolidated operations for such quarterly period, certified by a Responsible Officer and in a form acceptable to Bank (e) during a Quarterly Streamline Period, within thirty (30) days after the end of each calendar quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer Officer, certifying that as of the end of such period, Borrower was in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (cf) within thirty (30) days prior to the end of each fiscal year of Borrower and as updated and/or amended, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (g) (i) as soon as available, but and in any event no later than 270 within 120 days after following the end of each of Borrower’s fiscal year 2013years in which Borrower is not required to file reports with the SEC, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but and in any event within one hundred eighty (180) 120 days after following the end of Borrower’s fiscal years 2014 year, a company prepared consolidating balance sheet and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by income statement covering Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) consolidated operations for such fiscal year, presented in certified by a monthly format, approved by Borrower’s board of directors, Responsible Officer and in a form and substance reasonably acceptable to Bank; (h) within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (eachwhich may be by electronic mail) of the posting of any such documents; (i) within five (5) days of delivery, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fj) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($200,00050,000) or more; and and (gk) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each monthmonth in which Obligations are outstanding in which any Advance has been requested (or, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoif no such Obligations are outstanding or Advances requested, together with aged listings of accounts receivable and accounts payable by invoice date; within forty-five (b) as soon as available, but in any event within thirty (3045) days after of the end of each calendar monththe current fiscal quarter), a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated Borrower and each of its Subsidiary's operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and the period certified by a Responsible Officer, together with Officer and in a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (dii) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsfiling, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; provided that Borrower shall be required to deliver to Bank a 10-Q at least once per quarter and a 10-K at least once per year; (fiii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($200,000150,000.00) or more; (iv) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; (v) as soon as available, but no later than forty-five (45) days following Borrower's fiscal year end, and contemporaneously with any updates thereto, board-approved financial projections for the then-current fiscal year; and (gvi) such budgets, sales projections, operating plans or and other financial information as reasonably requested by Bank. (b) Deliver to Bank with the financial statements required pursuant to Section 6.2(a)(i) above, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B, together with an aged listing of accounts receivable and accounts payable by invoice date on a consolidated and consolidating basis, in form acceptable to Bank. (c) Allow Bank to audit Borrower's Collateral, including, but not limited to, Borrower's Accounts at Borrower's expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year. Borrower hereby acknowledges that the first such audit will occur on or prior to July 31, 2008. After the occurrence of an Event of Default, Bank may audit Borrower's Collateral, including, but not limited to, Borrower's Accounts at Borrower's expense and at Bank's sole and exclusive discretion and without notification and authorization from Borrower. (d) Upon Bank's request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Deliver to Bank with the financial statements required pursuant to Section 6.2(a)(i) above, a Deferred Revenue report, in form reasonably request from time acceptable to timeBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankLender: (ai) as soon as availableprepared, but in any event within thirty (30) and no later than 30 days after the last day end of each monthcalendar quarter, a Borrowing Base Certificate signed by a Responsible Officer in substantially balance sheet, income statement and cash flow statement covering Borrower’s operations for each of the form of Exhibit C heretothree months during such period, together with aged listings of accounts receivable and accounts payable by invoice date; (b) provided for each calendar month ending after the calendar quarter ending on September 30, 2008, Borrower shall deliver to Lender as soon as availableprepared, but in any event within thirty (30) and no later than 30 days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (iii) as soon as availableprepared, but in any event no later than 270 90 days after the end of the fiscal year, or such other timeframe formally approved by Borrower’s fiscal year 2013audit committee, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on that such financial statements of PriceWaterhouseCoopers or another fairly present Borrower’s financial condition by an independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to BankLender; (diii) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly immediately upon receipt of notice thereof, a report of any legal actions or administrative action pending or threatened in writing against Borrower or any Subsidiary that could which is likely to result in damages or costs liability to Borrower in excess of $100,000 (provided that Borrower shall not be required to report notices of possibly relevant third party patents, or any Subsidiary of Two Hundred Thousand Dollars ($200,000) proposals or moredemands to license intellectual property); and (giv) such budgets, sales projections, operating plans or other financial information as Bank Lender may reasonably request from time to time.. Financial statements delivered pursuant to subsections (i) and (ii) above shall be accompanied by a certificate signed by a Responsible Officer (each an “Officer’s Certificate”) in the form of Exhibit F. IV. Section 3 — Conditions of Advances; Procedure for requesting Advances; the following new Sections 3.2 and 3.3 shall be added: 3.2

Financial Statements, Reports, Certificates. Borrower (a) Each Credit Party shall deliver the following to BankAgent and each Lender: (ai) as soon as available, but in any event within thirty no later than forty-five (3045) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated and consolidating balance sheet and income statement covering such Credit Party’s consolidated operations for Midcap / MannKind / Credit and Security Agreement such month certified by a Responsible Officer and in a form acceptable to Agent and each Lender and Borrower’s internal monthly dashboard and flash report in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateprovided to Agent prior to the Closing Date; (bii) as soon as available, but in any event within thirty no later than ninety (3090) days after the end last day of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of BorrowerCredit Party’s fiscal year 2013year, audited consolidated and consolidating financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on such a determination that any Borrower has less than 12 months liquidity) on the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to BankAgent and each Lender in its reasonable discretion; and (iiiii) as soon as availableavailable after approval thereof by such Credit Party’s governing board, but in any event within one hundred eighty no later than sixty (18060) days after the end last day of Borrowersuch Credit Party’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly formatand as amended and/or updated, approved by Borrowersuch Credit Party’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)financial projections for the current fiscal year; (eiv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its all of such Credit Party’s security holders or to any holders of Subordinated Debt andDebt; (v) in the event that such Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, if applicableas amended, within five (5) days of filing, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission (“SEC”) or a link thereto on such Credit Party’s or another website on the Internet; (fvi) promptly upon receipt of notice thereof, a report (and in any event within ten (10) days of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or more; and (grequest therefor) such readily available budgets, sales projections, operating plans or other plans, financial information and other information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors reasonably requested by Agent or any Lender; (vii) as Bank soon as available, but no later than forty-five (45) days after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by a Credit Party, which statements may be provided to Agent and each Lender by Borrower or directly from the applicable institution(s); and (vii) within ten (10) days after any Credit Party becomes aware of any claim or adjustment proposed for any prior tax years of any Credit Party or any of their Subsidiaries which could result in additional material Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment. Notwithstanding anything to the contrary herein, documents required to be delivered pursuant to Section 6.2(a)(i) or (ii) (to the extent any such documents are included in materials filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address. (b) Within forty five (45) days after the last day of each month, Borrower shall deliver to Agent and each Lender with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer. (c) Borrower shall cause each Credit Party to keep proper books of record and account in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Upon prior written notice and during business hours (which such limitations shall not apply if a Default or Event of Default has occurred and is continuing), Borrower shall allow, and cause each Credit Party to allow, Agent and the Lenders to visit and inspect any properties of a Credit Party, to examine and make abstracts or copies from any Credit Party’s books, to conduct a collateral audit and analysis of its operations and the Collateral to verify the amount and age of the accounts, the identity and credit of the respective account debtors, to review the billing practices of the Credit Party and to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired. Borrower shall reimburse Agent and each Lender for all reasonable and documented costs and expenses associated with such visits and inspections; provided, however, that Borrower shall be required to reimburse Agent and each Lender for such costs and expenses for no more than one (1) such visit and inspection per twelve (12) month period unless a Default or Event of Default has occurred and is continuing. Midcap / MannKind / Credit and Security Agreement (d) Borrower shall, and shall cause each Credit Party to, deliver to Agent and each Lender, within ten (10) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Required Permits material to Borrower’s business or otherwise on the operations of Borrower or any of its Subsidiaries. (e) Borrower shall, and shall cause each Credit Party to, promptly, but in any event within ten (10) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Change, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto. (f) Borrower shall, and shall cause each Credit Party to, promptly after the request from time by any Lender, provide all documentation and other information that such Lender reasonably requests in order to timecomply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act. (g) Borrower shall promptly, but in any event within five (5) Business Days, provide notice to Agent if Borrower Unrestricted Cash is less than $90,000,000 as of the close of business on any date.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following by posting to Bank: the Financial Statement Repository: (a) a Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts, including, without limitation, Borrower’s Cash Collections and revenue) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger; (c) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in substantially a form acceptable to Bank (the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; “Monthly Financial Statements”); (bd) as soon as available, but in any event within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that as of the end of each calendar such month, a company prepared consolidated balance sheet, income statementBorrower was in full compliance with all of the terms and conditions of this Agreement, and cash flow setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement covering Borrower’s consolidated operations during that at the end of such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; month there were no held checks; (c) (ie) as soon as available, but at least annually, within the earlier of (i) sixty (60) days following the last day of Borrower’s fiscal year and (ii) ten (10) days following approval by the Board, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month), and (B) annual financial projections (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event no later than 270 within two hundred seventy (270) days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; ; (g) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (iito the extent any such documents are included in materials otherwise filed with the SEC) as soon as availablemay be delivered electronically and if so delivered, but in any event within one hundred eighty (180) days after shall be deemed to have been delivered on the end of date on which Borrower posts such documents, or provides a link thereto, on Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion website on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by internet at Borrower’s board website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of directorsthe posting of any such documents; (h) within ten (10) Business Days of delivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt andDebt; (i) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, if applicableaccurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, all reports on Forms 10-K verify and 10-Q filed with record information about the Securities and Exchange Commission; beneficial owners of its legal entity customers; (fj) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($200,000100,000.00) or more; and and (gk) such budgetspromptly, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (a) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (b) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable; (c) as of the date of such submission, no Events of Default have occurred or are continuing; (d) all representations and warranties other than any representations or warranties that are made as of a specific date in Article 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable; (e) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9; and (f) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: : (a) as soon as availableMonthly, but in any event within thirty (30) 30 days after the last day of each month, a Borrowing Base Certificate signed duly completed Transaction Report Signed by a Responsible Officer in substantially the form of Exhibit C heretoOfficer, together with aged listings of accounts receivable and accounts payable (by invoice date; ), provided that such Transaction Report shall be due weekly if (x) Borrower is below the Asset Based Threshold and (y) there is any principal or interest outstanding under the Revolving Line; (b) monthly, within 30 days after the last day of each month, company-prepared, unaudited financial statements; (c) monthly, within 30 days after the last day of each month, together with the monthly financial statements required pursuant to Section 6.2(b), a duly completed Compliance Certificate signed by a Responsible Officer; (d) annually, as soon as available, but in any event case within thirty (30) 120 days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end last day of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; and Bank in its reasonable discretion; (iie) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than 5 days after filing with the earlier to occur of thirty Securities Exchange Commission, Borrower’s 10K, 10Q, and 8K reports (30or a link thereto on Borrower’s or another website on the Internet); (f) days following the beginning of each fiscal year or the date of upon approval by Borrower’s board of directors, an annual operating budget and financial projections for the following fiscal year (including income statements, balance sheets and cash flow statementson a quarterly basis) for such fiscal year, presented in a monthly format, as approved by Borrower’s board of directors, and together with any related business forecasts used in the preparation of such annual financial projections; (g) a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) 250,000 or more; and and (gh) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequests.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Bank: : (ai) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, monthly unaudited financial statements; (ii) within thirty (30) days after the end of each month a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a monthly Compliance Certificate signed by a Responsible Officer Officer; (iii) within thirty (30) days after approved by Parent’s board of directors, annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming or then current fiscal year of Parent, together with any related business forecasts used in substantially the form preparation of Exhibit D hereto; such annual operating budgets; (c) (iiv) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after following the end of BorrowerParent’s fiscal years 2014 and beyondyear, annual audited consolidated financial statements of Borrower prepared in accordance with GAAPcertified by, consistently applied, together and with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another of, independent certified public accounting firm reasonably accountants acceptable to Bank; ; (dv) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fvi) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; (vii) within thirty (30) days of completion, any 409A valuations of Parent; (viii) within forty five (45) days of the last day of each quarter, an updated capitalization table; provided that such capitalization table shall only be required if there have been updates to the capitalization table most recently delivered to Bank; (ix) in the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. Documents required to be delivered pursuant to this clause (gix) shall be deemed to have been delivered on the date on which Borrower posts such budgetsdocuments, sales projectionsor provides a link thereto, operating plans on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; and (x) prompt written notice of (i) any material change in the composition of the Intellectual Property in accordance with Section 6.10(b), (ii) the registration of any Copyright (including any subsequent ownership right of Borrower in or other financial information as to any Copyright), Patent or Trademark not previously disclosed to Bank may reasonably request from time to timein accordance with Section 6.10(b), or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankBank in each case at both the Inglewood and the Boston addresses referenced in Section 10: (a) as soon as available, but in any event within thirty forty five (3045) days after the last day end of each monthquarter, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretocompany prepared consolidated balance sheet, income, and cash flow statement, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as availablepayable, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, applied in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (ec) copies of all material statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (fd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; (e) no more than thirty (30) days after each fiscal year end, Borrower’s annual financial forecast for the subsequent year, broken down by quarter, as approved by Borrower’s Board of Directors; and (gf) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Borrower shall deliver to Bank, with the quarterly financial statements, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to Bank: (a) 6 as soon as available, but no later than thirty (30) days after the last day of each month, a Borrower prepared consolidated balance sheet and income statement covering Borrowers’ consolidated operations for such month certified by a Responsible Officer and in a form similar to those provided to the Bank prior to the Effective Date; 7 as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a Borrower prepared consolidated balance sheet and income statement covering Borrowers’ consolidated operations for such fiscal quarter certified by a Responsible Officer and in a form similar to those provided to the Bank prior to the Effective Date; 8as soon as available, but no later than ninety (90) days after the last day of each Borrower’s fiscal year, audited consolidated financial statements of Comverge prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; 9 within five (5) days of delivery, copies of all statements, reports and notices made available to any Borrower’s security holders or to any holders of Subordinated Debt (iv) in the event that any Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on such Borrower’s or another website on the Internet; 10 a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a material adverse effect on the business of Comverge, Enerwise or PES or on the business of Borrowers as a whole; 11 prompt notice of an event that materially and adversely affects the value of the intellectual property; and 12 budgets, sales projections, operating plans and other financial information reasonably requested by Bank. (b) At all times, other than a Non-Formula Period, within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoOfficer, together with 13 aged listings of accounts receivable and accounts payable (by invoice date; ). (bc) as soon as available, but in any event within Within thirty (30) days after the end last day of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable deliver to Bank and certified by with the monthly financial statements, a Responsible Officer, together with a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; this Agreement. (d) as soon as available, but in any event Allow Bank to audit each Borrower’s Collateral at Borrowers’ expense. Such audits shall be conducted no later more often than the earlier to occur once every twelve (12) months unless an Event of thirty Default has occurred and is continuing. The initial audit shall be conducted within ninety (3090) days following of the beginning of each fiscal year or the date of approval by Effective Date. The foregoing inspections and audits shall be at Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directorsexpense, and in a form and substance reasonably acceptable the charge therefor shall be $750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses, not to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred exceed Eight Thousand Dollars ($200,0008,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timeper annual audit of the Borrowers’ Collateral.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Bank: : (a) as soon as available, but in any event within thirty twenty (3020) days after the last day of each month, (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with hereto (ii) aged listings of accounts receivable and accounts payable by invoice date; , (iii) an inventory report and (iv) a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s Borrowers’ consolidated and consolidating operations during such period, prepared on a consistent basis from period to period (which may not be in accordance with GAAP, consistently applied), in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; ; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of a Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; firm; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following prior to the beginning of each fiscal year or the date of approval by Borrower’s board of directorsyear, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such the upcoming fiscal year, presented in a monthly quarterly format, approved by BorrowerParent’s board of directors, and in a form and substance reasonably acceptable to Bank Bank; (eache) within thirty (30) days following the end of each year, a “Financial Plan”); contact/address list of Borrowers’ account debtors; (ef) copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt andDebt, if applicable, all including reports on Forms 10-K and 10-Q filed publicly with the Securities and Exchange Commission; Commission (fon Form 10K, 10Q or otherwise), which shall deemed as delivered to Bank once such reports are made available via posting and/or links on Borrower’s website; (g) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,000250,000) or more; (h) promptly following any request therefor, Borrower shall provide to Bank any information and documentation reasonably requested by Bank for purposes of compliance with applicable “know your customer” requirements under the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), the Beneficial Ownership Regulation or other applicable anti-money laundering laws, including but not limited to a Beneficial Ownership Certification form acceptable to Bank; (i) immediate notice if a Borrower or any Subsidiary has knowledge that a Borrower, or any Subsidiary or Affiliate of a Borrower, is listed on the OFAC Lists or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. (j) as soon as possible and in any event within three (3) Business Days after becoming aware of the occurrence or existence of an Event of Default or event described in Section 8 which, with the giving of notice or passage of time, or both, would constitute an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which a Borrower has taken or proposes to take with respect thereto; (k) if a Borrower shall acquire a commercial tort claim (as defined in the Code), in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000), such Borrower shall promptly notify Bank in writing of the general details thereof (including the case name and docket number and the court in which such case has been filed) and such notice shall be deemed as Borrower’s grant of a security interest therein and in the proceeds thereof; and and (gl) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.3, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If a Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf or other image file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical or imaged signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30i) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth if Borrower maintains unrestricted cash at Bank in an amount less than Twenty Million Dollars ($20,000,000), and (ii) forty five (45) days after the end of each calendar quarter if Borrower maintains unrestricted cash at Bank in an amount equal to at least Twenty Million Dollars ($20,000,000), a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (iib) as soon as available, but in any event within one two hundred eighty seventy (180270) days after the end of Borrower’s fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; provided, however, Borrower shall deliver to Bank such audited financial statements for fiscal year 2019 by no later than June 30, 2021; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (e) as soon as available, but in any event no later than the earlier to occur of thirty ninety (3090) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand Dollars ($200,000) or moreBank; and (gf) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within (i) thirty (30) days after the end of each calendar month if Borrower maintains unrestricted cash at Bank in an amount less than Twenty Million Dollars ($20,000,000), and (ii) forty five (45) days after the end of each calendar quarter if Borrower maintains unrestricted cash at Bank in an amount equal to at least Twenty Million Dollars ($20,000,000), Borrower shall deliver to Bank an MRR schedule, signed by a Responsible Officer, together with aged listings of accounts receivable and accounts payable, all in form and substance satisfactory to Bank. Borrower shall deliver to Bank, together with the financial statements delivered in accordance with Section 6.3(a), a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. (i) Section 6.7 of the Loan Agreement is amended and restated as follows:

Financial Statements, Reports, Certificates. (i) Borrower shall deliver the following to Bank: : (a) as soon as available, but in any event within thirty forty-five (3045) days after the last day end of each monthfiscal quarter, a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement, complying with Securities and Exchange Commission regulations, covering Borrower's consolidated operations during such period, certified by a Responsible Officer in substantially the form an officer of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form an officer of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm Borrower reasonably acceptable to Bank; and ; (iic) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s 's fiscal years 2014 and beyondyear, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another an independent certified public accounting firm reasonably acceptable to Bank; ; (d) as soon as available, but in any event no later than the earlier to occur of thirty within five (305) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsfiling, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; ; (fe) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000) or more; and and (gf) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. (g) Within thirty (30) days after the last day of each month in which any Advances are outstanding, and otherwise within forty-five (45) days after the end of each fiscal quarter, Borrower shall deliver

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and the period certified by a Responsible Officer, together with Officer and in a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after the end of Borrower’s fiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; and (ii) as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end last day of Borrower’s fiscal years 2014 year, or as provided for by the Securities and beyondExchange Commission, audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with with, if available, an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; (diii) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)[omitted]; (eiv) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (f) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000.00) or more; (v) prompt notice of any material change in the composition of the intellectual property, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the IP Agreement or knowledge of an event that materially adversely affects the value of the intellectual property; and (gvi) such budgets, sales projections, operating plans or other financial information as reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) Borrower will allow Bank to audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable, at Borrower’s expense, upon reasonable notice to Borrower; provided, however, prior to the occurrence of an Event of Default, Borrower shall be obligated to pay for not more than one (1) audit per year; provided, further, that provided no Event of Default has occurred and is continuing, Bank will not require such audits unless Borrower maintains an Advances balance outstanding for thirty (30) consecutive days. After the occurrence of an Event of Default, Bank may reasonably request audit Borrower’s Collateral, including, but not limited to, Borrower’s Accounts and accounts receivable at Borrower’s expense and at Bank’s sole and exclusive discretion and without notification and authorization from time Borrower. (d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form acceptable to timeBank. (f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form acceptable to Bank. (g) Provide Bank, no later than 60 days following the end of Borrower’s then current fiscal year, Borrower’s annual operating budget (including income statements, balance sheets and cash flow statements, by month) for Borrower’s upcoming fiscal year.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following by posting to Bankthe Financial Statement Repository: 42052335v6 220763.002102 (a) a Borrowing Base Statement (and any schedules related thereto and including a detailed accounts receivable ledger and any other information requested by Bank with respect to Borrower’s Accounts) (i) no later than Friday of each week when a Streamline Period is not in effect, (ii) within thirty (30) days after the end of each month when a Streamline Period is in effect, and (iii) upon each request for an Advance; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger trial balance, and (D) detailed debtor listing; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each of the first two (2) months of each fiscal quarter, and (ii) forty-five (45) days after the last day of the last month of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month, certified by a Responsible Officer and in any event a form reasonably acceptable to Bank (the “Monthly Financial Statements”); (d) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a Deferred Revenue report; (e) together with the Monthly Financial Statements, a completed Compliance Statement confirming that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such fiscal quarter or month there were no held checks; (f) within thirty (30) days after the last day of each monthfiscal year of Borrower (and more frequently as updated), annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower, and annual financial projections for the following fiscal year (on a Borrowing Base Certificate signed quarterly basis) as approved by a Responsible Officer in substantially the form of Exhibit C heretoBoard, together with aged listings any related business forecasts used in the preparation of accounts receivable and accounts payable by invoice date; such annual financial projections; (bg) as soon as available, but and in any event within thirty ninety (3090) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) (i) as soon as available, but in any event no later than 270 days after following the end of Borrower’s fiscal year 2013year, audited consolidated financial statements prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion on such the financial statements of PriceWaterhouseCoopers or another from an independent certified public accounting firm reasonably acceptable to Bank; (h) prompt written notice of any changes to the beneficial ownership information set out in Beneficial Ownership Information Disclosure Form. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; and 42052335v6 220763.002102 (iii) as soon as available, but in any the event that Borrower becomes subject to the reporting requirements under the Exchange Act within one hundred eighty ten (18010) days after of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the end SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s fiscal years 2014 and beyondwebsite on the Internet at Borrower’s website address; provided, audited consolidated financial statements however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on the posting of any such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; documents; (dj) as soon as available, but in any event no later than the earlier to occur of thirty within ten (3010) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directorsdelivery, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (fk) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of, individually or in the aggregate, One Hundred Fifty Thousand Dollars ($200,000150,000) or more; and and (gl) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timerequested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable Deliver to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) Agent: (i) as soon as availablewithin ten (10) Business Days of delivery, but in any event no later than 270 days after the end copies of all statements, reports and notices made available to all of Borrower’s fiscal year 2013security holders or to any holders of Subordinated Debt, audited consolidated financial statements prepared in accordance except to the extent otherwise filed with GAAP, consistently applied, together with an unqualified opinion the Securities and Exchange Commission on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bankits XXXXX web site; and (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than that Borrower becomes subject to the earlier to occur reporting requirements under the Securities Exchange Act of thirty 1934, as amended, within five (305) days following the beginning Business Days of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicablefiling, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission, except to the extent otherwise filed with the Securities and Exchange Commission on its XXXXX web site; (fiii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or or, to Borrower’s knowledge, threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Thousand Dollars ($200,000) or more; and (giv) such budgets, sales projections, operating plans or other financial information reasonably requested by Agent. (b) Quarterly, within five (5) Business Days of filing the Form 10-Q with the Securities and Exchange Commission, deliver to Agent a duly completed Compliance Certificate signed by a Responsible Officer. (c) In the event financial statements, reports, and certificates are no longer available to the public on Borrower’s XXXXX web site, Borrower will provide to Agent as Bank may reasonably request soon as available, but no later than ninety (90) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Agent; and as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from time an independent certified public accounting firm acceptable to timeAgent in its reasonable discretion. (d) As soon as available, but no later than fifteen (15) Business Day after the last day of each calendar quarter, Borrower shall deliver to Agent, a list which sets forth, the locations and contact information for such locations, and the serial numbers for any consoles that have been put in place, but not sold.