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 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. 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. 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. 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 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 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. (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. (a) Prior to an IPO, 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 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 (30) no later than 180 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 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 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) 250,000 or more; (iv) within 45 days after the end of the preceding fiscal year, Board approved financial projections for each fiscal year; (v) as soon as available, but no later than 30 days after the last day of each month, aged listings of accounts receivable and accounts payable; (gvi) such budgets, sales projections, operating plans or other financial information Bank reasonably requests, and (vii) so long as the Intellectual Property is Collateral, 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 may or knowledge of an event that materially adversely affects the value of the Intellectual Property. (b) Commencing as of the IPO and thereafter, Borrower will deliver to Bank: (i) as soon as available, but no later than 90 days after the last day of Borrower’s fiscal year, an unqualified opinion on the financial statements for such fiscal year from an independent certified public accounting firm reasonably request from time acceptable to timeBank; and (ii) a prompt 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 $250,000 or more. (c) Prior to the IPO, 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 C. Commencing as of the IPO and thereafter, Borrower will deliver to Bank within 45 days after the last day of each fiscal quarter a Compliance Certificate signed by a Responsible Officer in the form of Exhibit C. (d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense if an Event of Default has occurred and is continuing. The audit fee will be $750 per day.

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 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 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 (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 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 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 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 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. 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. 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 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 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 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 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. 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. Borrower Borrowers shall deliver to Agent and the following to BankLenders: (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 within 30 days after the end of Borrower’s fiscal each calendar month, a GAAP compliant (other than with respect to the footnote disclosure and absence of year 2013end audit adjustments) company prepared consolidated balance sheet, audited consolidated financial statements prepared income statement, and statement of cash flows covering Borrowers’ operations during such period, 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 BankAgent and the Required Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrower’s each calendar quarter, a GAAP compliant company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrowers’ operations during such period, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible Officer; (iii) as soon as available, but in any event within 180 days after the end of Borrowers’ fiscal years 2014 and beyondyear, or, with respect to fiscal year 2013 only, February 15, 2014, audited (or such other level as is required by the Investment Agreement) consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Parent’s investors provide additional equity as needed, qualified as to the scheduled maturity of the Credit Extensions occurring within one year from the date such opinion is delivered or otherwise consented to in writing by Agent and the Required Lenders 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.of

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. (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 (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, 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) 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 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. 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 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 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 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. (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. 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 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. 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. (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 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. 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. (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. (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 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 (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. Borrower (a) Each Credit Party shall deliver the following to BankAgent and each Lender: (ai) as soon as available, but no later than thirty (30) days after the last day of each month (or, following the occurrence of an IPO, no later than forty-five (45) days after the last day of each fiscal quarter), a 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 a form 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 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 (it being agreed that Xxxxx Xxxxxxxx LLP is reasonably acceptable) in its reasonable discretion; (iii) as soon as available after approval thereof by such Credit Party’s governing board, but no later than forty-five (45) days after the last day of such Credit Party’s fiscal year, and as amended and/or updated, such Credit Party’s 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 holders of Subordinated Debt; (v) in the event that such Credit Party is or 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 (“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 Credit Party, which statements may be provided to Agent by Borrower or directly from the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateapplicable institution(s); (bvii) as soon as available, but promptly (and in any event within ten (10) 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 Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment. (b) Within thirty (30) days after the end last day of each calendar month, Borrower shall deliver to Agent and each Lender, 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 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 commercially reasonable prior written notice and during business hours (which such limitations shall not apply if a Default or Event of Default has occurred), together with Borrower shall allow, and cause each Credit Party to allow, Agent and Lenders (1) to visit and inspect any properties of a Credit Party, (2) 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 (3) if an unqualified opinion on such financial statements Event of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable Default has occurred and is continuing, to Bank; verify the amount and age of the accounts, the identity and credit of the respective account debtors, (4) to review the billing practices of the Credit Party and (ii5) to discuss its respective affairs, finances and accounts with their respective officers, employees and independent public accountants as soon often as availablemay reasonably be desired and which at all times a representative from the Borrowers shall have the right to be present. Borrower shall reimburse Agent and each Lender for all reasonable costs and out-of-pocket expenses associated with such visits and inspections; provided, but in any event 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 one hundred eighty five (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. (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. 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: (ai) as soon as available, but in any event within no later than thirty (30) days after the last day of each monthReconciliation Period, 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 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 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 within the earlier to occur of thirty (30A) five (5) days following after filing or (B) five (5) days after the beginning of each fiscal year or due date as required by the date of approval by Borrower’s board of directorsSEC, 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 8-K filed with the SEC; (iv) within ninety (90) days after the last day of Borrower’s fiscal year, a copy of Borrower’s report on Form 10-K and filed with the SEC with respect to such fiscal year; (v) within forty-five (45) days after the last day of each of Borrower’s fiscal quarters, a copy of Borrower’s report on Form 10-Q filed with the Securities and Exchange CommissionSEC with respect to such fiscal quarter; (fvi) 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; (vii) at least annually, as soon as available, but no later than thirty (30) days prior to the last day of Borrower’s fiscal year, and contemporaneously with any updates or amendments thereto, annual financial projections for the following fiscal year approved by Borrower’s board of directors (or the limited liability company equivalent thereof), together with any related business forecasts used in the preparation of such annual financial plans and projections; and (gviii) such budgets, sales projections, operating plans or other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each Reconciliation Period, deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850.00) 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. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted within thirty (30) days after the Effective Date. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank may reasonably deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower. (d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur within thirty (30) days of 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 and detail acceptable to Bank. (f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, and together with any request from time for an Advance, a duly completed Borrowing Base Certificate signed by a Responsible Officer, in form and detail acceptable to timeBank. (g) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form and detail acceptable to 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 twenty (30120) days after the end last day of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering BorrowerCredit Party’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 2013Fiscal Year, audited consolidated and consolidating financial statements prepared in accordance with GAAPunder IFRS, 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; provided, that the Credit Parties’ auditor as of the Closing Date, BDO LLP, shall be deemed acceptable to Agent and each Lender; (iiiii) as soon as availableavailable after approval thereof by such Credit Party’s governing board, 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 after the beginning last day of each fiscal year or the date of approval by Borrowersuch Credit Party’s board of directorsFiscal Year, an annual operating budget and as amended and/or updated, such Credit Party’s 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”)the current Fiscal Year; (eiv) within five (5) Business 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 and, if applicableDebt; (v) within five (5) Business Days of filing, all reports on Forms Form 20-F, 6-K, 10-K and K, 10-Q and 8‑K filed by or on behalf of a Credit Party with the Securities and Exchange CommissionCommission (“SEC”) or a link thereto on such Credit Party’s or another website on the Internet; (fvi) 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 a Credit Party, which statements may be provided to Agent and each Lender by the Credit Parties or directly from the applicable institution(s); (vii) promptly upon receipt of notice thereof, a report (and in any event within ten (10) Business 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 other than information which the Parent is prohibited or restricted by law or regulation from disclosing to Agent or such Lender (as Bank applicable); and (viii) within ten (10) Business 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 Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment. (b) Within thirty (30) days after the last day of each month, Credit Parties 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) Each Credit Party shall keep proper books of record and account in accordance with IFRS 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 an Event of Default has occurred), each Credit Party shall 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 request from time be desired. The Credit Parties shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such visits and inspections; provided, however, that the Credit Parties shall be required to timereimburse 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 an Event of Default has occurred during such period. (d) Each Credit Party shall 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 Credit Parties’ business or otherwise on the operations of the Credit Parties or any of their Subsidiaries (except that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 6.16).

Financial Statements, Reports, Certificates. (a) Each Borrower shall deliver the following to Bank, unless otherwise noted: (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 consolidating balance sheet and income statement covering Borrowers’ operations during the period certified by a Responsible Officer and in substantially the same 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 provided to Bank and certified by a Responsible Officer, together in connection with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D heretoits underwriting; (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 (A) within one hundred eighty five (1805) days after the end of Borrower’s fiscal years 2014 and beyondmailing, 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 mailed to its GTTI’s security holders or to any holders of Subordinated Debt andand (B) within five (5) days of filing, if applicablesuch reports have not been made public, all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (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 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; and (giv) such budgets, sales projections, operating plans or other financial information 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) During any Subject Month in which the Streamline Advance Rate applies, provide Bank with, as soon as available, but no later than five (5) days following each Reconciliation Period, a Streamline Accounts Listing. (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 substantially the same form as provided to Bank in connection with its underwriting. (f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in substantially the same form as provided to Bank in connection with its underwriting. (g) 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, that Borrower shall be obligated to pay for not more than one (1) audit per year, unless an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, 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 to timeBorrower.

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 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, sheet and income statement, and cash flow statement covering Borrower’s Borrower Representative and its Subsidiaries’ consolidated operations during for such periodmonth in a form acceptable to Lender, certified by a Responsible Officer as having been prepared in accordance with GAAP, consistently applied, except for the absence of footnotes, and subject to normal year-end adjustments, (ii) an updated 13-week cash flow budget in a form reasonably acceptable satisfactory to Bank and certified by a Responsible OfficerLender, 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 (iiiii) as soon as available, but in any event within one hundred eighty (180) days after a management summary prepared by the end of Borrower’s fiscal years 2014 and beyond, audited consolidated chief executive officer or chief financial statements officer of Borrower prepared Representative (which management summary should not customarily exceed two type-written pages in accordance with GAAP, consistently applied, together with an unqualified opinion on length) setting forth in narrative form all significant operational and financial events and activities affecting Borrower Representative and its Subsidiaries during such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; month; (db) as soon as available, but in any event no later than within the earlier to occur of thirty (30i) fifteen (15) days following the beginning from Board approval, or (ii) February 15 of each fiscal year of Borrower Representative, and contemporaneously with any updates or the date of approval by Borrower’s board of directorsamendments thereto, an (1) annual operating budget and financial projections budgets (including income statements, balance sheets and cash flow statements, by month) for such the current fiscal yearyear of Borrower Representative, presented and (2) annual financial projections for the current fiscal year (on a quarterly basis), in a monthly format, each case as approved by Borrower’s board the Board, together with any related business forecasts used in the preparation of directorssuch annual financial projections; (c) as soon as available, but no later than thirty (30) days after the last day of each month and in a form and substance reasonably acceptable to Bank (eachtogether with the monthly financial statements, a “Financial Plan”)duly completed Compliance Certificate signed by a Responsible Officer; (d) (i) as soon as available, but no later than ten (10) after the last day of each month a copy of each account statement, with transaction detail, for each Deposit Account or Securities Account of a Borrower or any of its Subsidiaries; provided that the same may be provided as part of any Control Agreement with respect to each such each Deposit Account or Securities Account delivered to Lender in connection herewith; and (ii) within three (3) Business Days of Lender’s request, evidence satisfactory to Lender of the balance maintained in any such Deposit Account or Securities Account; (e) within five (5) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower Representative 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 Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the internet at Borrower Representative’s website address; provided, however, Borrower Representative shall promptly notify Lender in writing (which may be by electronic mail) of the posting of any such documents; (f) within five (5) Business Days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its a 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; (fg) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against any Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to any 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 ; (gh) such budgetspromptly, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, such other information regarding any Borrower or any of its Subsidiaries or compliance with the terms of any Loan Documents as reasonably requested by Xxxxxx; and (i) immediate notice of the occurrence of any Default or Event of Default. Any submission by Borrower Representative of any financial statement submitted to the Lender pursuant to this Section 6.2 or otherwise submitted to Lender shall be deemed to be a representation by Borrower Representative that (i) as of the date of such financial 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, Borrowers are in complete compliance with all required covenants except as noted in such financial statement, as applicable, (iii) as of the date of such submission, no Default or Event of Default has occurred and is is continuing, and (iv) all representations and warranties other than any representations or warranties that are made as of a specific date remain true and correct in all material respects as of the date of such submission except as noted in such financial statement, as applicable.

Financial Statements, Reports, Certificates. a. Borrower shall deliver provide Bank with the following to Bank: following: (ai) as soon as available, but in any event within thirty (30) days after the last day end of each month, a duly completed Borrowing Base Certificate 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, however, Borrower’s monthly accounts receivable agings and accounts payable, aged by invoice date, for the month ending January 31, 2007, shall be delivered to Bank no later than March 15, 2007; (bii) as soon as available, but and in any event within thirty (30) days after the end of each calendar month, monthly unaudited financial statements; provided, however, Borrower’s monthly unaudited financial statements for the month ending January 31, 2007, shall be delivered to Bank no later than March 15, 2007; (iii) 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 monthly Compliance Certificate signed by a Responsible Officer, together certifying 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 shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; provided, however, Borrower’s monthly Compliance Certificate signed by a Responsible Officer in substantially for the form of Exhibit D hereto; (c) (i) as soon as availablemonth ending January 31, but in any event 2007, shall be delivered to Bank no later than 270 days after the end of Borrower’s fiscal year 2013March 15, 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 2007; (iiiv) 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 prior to the beginning end of each fiscal year or the date of approval by Borrower’s board of directors, an annual internal operating budget and financial projections plans (including income statements, balance sheets and cash flow statements, by month) for such the upcoming fiscal yearyear of Borrower, presented in and prior to the end of each fiscal year of Borrower, annual financial projections for the following fiscal year (on a monthly format, 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; and (v) as soon as available, and in a form any event within one hundred twenty (120) 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 (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 timeBank. 3.3. Section 6.3

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 calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) 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 the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) 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; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event within that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet. (b) 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 monthdeliver to Collateral Agent, 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 of Allow Collateral Agent and Lenders to audit 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 Guarantor’s Collateral at Borrower’s fiscal years 2014 expense (not to exceed $850.00 per day, including out-of-pocket expenses), during regular business hours upon reasonable prior notice (except while an Event of Default has occurred and beyond, audited consolidated financial statements is continuing). Such audits shall be conducted no more often than once every twelve months unless an Event 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 Default has occurred 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 timeis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: Bank such information as Bank shall reasonably request from time to time and, without limitation: (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) 30 days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, statement of cash flows, accounts receivable aging report and cash flow statement accounts payable aging report, in each case 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 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) 120 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 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 available, but in any event no later than the earlier to occur of thirty (30) days following the beginning February 28 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 fiscal year, presented year in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable satisfactory to Bank and approved by Borrower's Board of Directors; (eachd) if applicable, 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 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 ; (gf) 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; (g) within 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 (and not already disclosed to Bank in accordance with the terms of this Agreement) in respect of any Patents, Copyrights or Trademarks and any material change in 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 the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement; (h) On Monday of each week, Borrower shall deliver to Bank a Borrowing Base Certificate covering the previous week signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of Inventory; (i) Within 30 days after the last day of each month, Borrower shall deliver to Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto, and Borrower shall, within 120 days after Borrower's fiscal year end, deliver to Bank a Compliance Certificate that updates the monthly Compliance Certificate that was due within 30 days after Borrower's fiscal year end; and (j) 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.

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 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 of Borrower in substantially the form of Exhibit D C 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; (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 (which may be in electronic form) 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; (fd) promptly upon receipt after any officer of notice any Credit Party obtains knowledge 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 to the extent the amount in controversy exceeds $100,000 individually or $150,000 in the aggregate; (e) as soon as available, but in any event within thirty (30) days after the start of Two Hundred Thousand Dollars Borrower’s fiscal year, an operating budget in a form reasonably acceptable to Bank and approved by Borrower’s board of directors; ($200,000) or more; and (gf) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (g) within ten (10) Business Days after the reasonable request of Bank, 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 active or pending material United States Patent, Copyright or Trademark applications or registrations; and (h) within thirty (30) days after the last day of each month, a deferred revenue schedule along with aged listings of accounts receivable and accounts payable of Borrower.

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; (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 forty-five (45) days after the end last day of each quarter, a 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 a form reasonably acceptable to Bank. Notwithstanding the foregoing, such balance sheet and income statement for January 2004 and February 2004, shall be delivered to Bank no later than April 15, 2004; (ii) as soon as available, but no later than one hundred twenty (120) days after the 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 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 forty-five (3045) 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 fiscal year, presented in a monthly formatfinancial projections, approved by the Borrower’s board 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 or electronic notice of links to, 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 forty-five (45) days after the last day of each quarter, Borrower shall 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 D. Notwithstanding the foregoing, such Compliance Certificate for January 2004 and February 2004, shall be delivered to timeBank no later than April 15, 2004.” 9. The Loan Agreement shall be amended by deleting Section 6.5 thereof, entitled “Primary Accounts”, in its entirety, and inserting in lieu thereof the following:

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Bank: : (a) as soon as available, but in any event semi-monthly (twice per month) within thirty five (305) days after of the 15th day and last day of each month, aged listings of accounts receivable, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) within ten (10) days after the last day of each month, together with aged listings of accounts receivable payable, together with a deferred revenue listing and accounts payable by invoice date; Inventory report; (bc) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar monthquarter, a company Borrower prepared consolidated and consolidating balance sheet, income statementincome, and cash flow statement covering Borrower’s Borrowers’ consolidated and consolidating operations during such periodquarter (“Financial Statements”), 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) (id) as soon as available, but in any event no later than 270 within one hundred twenty (120) days after the end of Borrower’s Borrowers’ fiscal year 2013year, audited consolidated and consolidating 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 ; (iie) as soon as available, but in any event within one hundred eighty fifteen (18015) days after the end of Borrower’s fiscal years 2014 filing, Borrowers’ annual federal tax returns including all schedules 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; exhibits thereto; (df) 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 Borrowers’ next 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 fiscal year, statements presented in a monthly format) for the upcoming fiscal year, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable satisfactory to Bank 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 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; a; (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 such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,00050,000) or more, or any commercial tort claim (as defined in the Code) acquired by any Borrower; (i) within ten (10) days after the last day of each month, bank statements listing the balances and activity in Borrowers’ Xxxxx Fargo Accounts; (j) as soon as available, but in any event within 45 days after the end of each quarter, a list of Offsite Inventory; and and (gk) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrowers’ Accounts as Bank may reasonably request from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to BankLender: (a) as soon as available, but in any event within thirty twenty five (3025) days after the last day of each month, a Borrowing Base Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings D hereto including a comparison of accounts receivable and accounts payable by invoice datethe actual consolidated cash balance at the end of the previous month to the minimum required cash balance; (b) as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthfiscal quarter, a company prepared consolidated balance sheet, income statementincome, and cash flow statement statements covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, and prepared or reviewed by an independent certified public accounting firm reasonably acceptable to Lender, in a form reasonably acceptable to Bank and certified by a Responsible OfficerLender, 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 (iie) 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 BankLender; (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 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 Hundred Fifty Thousand Dollars ($200,00050,000) or more; and (gf) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as Bank Lender may reasonably request from time to time; provided, however, that Borrower shall not be required to provide the financial statements referred to in the preceding subsections (b) and (c) for any period with respect to which it has timely filed its reports on Form 10-Q or 10-K, as applicable, and provided copies of such reports in accordance with the preceding subsection (d).

Financial Statements, Reports, Certificates. Borrower shall deliver or, in the case of public securities filings, make available on the Borrower’s website, the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, (i) aged listings of accounts receivable and accounts payable, (ii) a deferred revenue schedule; (iii) a sales journal; (iv) a collections journal; and (v) 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, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such periodmonth, prepared in accordance with GAAP, consistently appliedapplied (but subject to year-end adjustments), 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) as soon as available, but in any event within five (i5) days of filing, all reports on Forms 10-Q filed with the Securities and Exchange Commission; (d) as soon as available, but in any event within five (5) days of filing, all reports on Forms 10-K filed with the Securities and Exchange Commission, including audited consolidated financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (e) as soon as available, but in any event no later than 270 days after October 31st of each calendar year (or more frequently as Bank may reasonably request), copies of 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 personal financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bankthe Personal Guarantor; and (iif) as soon as available, but in any event within one hundred eighty five (1805) days after the end of filing but no later than October 31st of each calendar year, copies of Borrower’s fiscal years 2014 and beyondtax returns with schedules, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with by an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Bank; (dg) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each Borrower’s next fiscal year or the date of approval by the Borrower’s board Board of directorsDirectors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, statements presented in a monthly format) for the upcoming fiscal year, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable satisfactory to Bank (each, a “Financial Plan”); (eh) 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 CommissionDebt; (fi) 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 Two One Hundred Thousand Dollars ($200,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; and (gj) 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.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following deliver, or shall cause Quotient Limited to Bankdeliver, to Agent 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, income statement and cash flow statement covering the Credit Parties’ 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 and accounts payable by invoice dateacceptable to Agent; (bii) as soon as available, but in any event within thirty no later than one hundred twenty (30120) 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 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 BankAgent in its reasonable discretion; (iii) as soon as available after approval thereof by such Credit Party’s governing board, but no later than sixty (60) days after the last day of such Credit Party’s fiscal year, and as amended and/or updated, such Credit Party’s 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 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) budgets, sales projections, operating plans and other financial information reasonably requested by Agent or any Lender; (vii) as 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 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 time reasonably request. (b) Notwithstanding the foregoing, the obligations in Section 6.2(a)(i) and (ii) may be satisfied by furnishing: (i) the Borrower’s (or such direct or indirect parent thereof) Form 10-K or 10-Q, as applicable, filed with the SEC, in each case within the time frames specified in Section 6.2(a) above and (ii) 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 month, a company prepared calculation of the consolidated cash and cash equivalents of the Credit Parties and a company prepared consolidated and consolidating income statement, provided that (x) to the extent such financial statements relate to a parent or indirect parent of Borrower’s fiscal years 2014 and beyond, audited consolidated such financial statements will be accompanied by consolidating information that describes Borrower standing alone, certified by a Responsible Officer, and (y) to the extent such financial statements are provided in lieu of statements required by clause (a)(ii) above, such statements will be accompanied by a report and opinion of an independent registered public accounting firm and be in form and content acceptable to the Agent in its reasonable discretion. Midcap / Quotient / Amended and Restated Credit Agreement 10 (c) Within forty-five (45) days after the last day of each month, Borrower prepared shall deliver, or cause Quotient Limited to deliver, to Agent and each Lender, with the monthly financial statements described above, a duly completed Compliance Certificate signed by a Responsible Officer. (d) Each Credit Party shall keep proper books of 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 a Default or Event of Default has occurred and is continuing), together each Credit Party shall allow Agent and Lenders to visit and inspect any properties of such Credit Party, to examine and make abstracts or copies from such 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 such 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. The Credit Parties shall reimburse Agent and each Lender for all reasonable costs and expenses associated with such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable visits and inspections; provided, however, that the Credit Parties shall be required 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 reimburse Agent and 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) Lender for such fiscal year, presented in costs and expenses for no more than two (2) such visits and inspections per twelve (12) month period unless a monthly format, approved by Borrower’s board Default or Event of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); Default has occurred during such period. (e) Each Credit Party shall deliver to Agent and each Lender, within five (5) days after the same are sent or received, copies of all statementsmaterial correspondence, reports reports, documents and notices sent or made available generally by Borrower to its security holders or to other filings with 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 Governmental Authority that could result in damages reasonably be expected to have a material effect on any of the Required Permits material to the Credit Parties’ business or costs to Borrower or any Subsidiary otherwise on the operations 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 Credit Parties.

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 monthReconciliation Period, 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 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 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 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 CommissionSEC; (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 no later than thirty (30) days after approval by Borrower’s Board of Directors, 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 and (gvi) such budgets, sales projections, operating plans or other financial information reasonably requested by Bank. (b) Within thirty (30) days after the last day of each Reconciliation Period, deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B. (c) Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower. Unless an Event of Default has occurred and is continuing, such inspections or audits shall be conducted no more often than twice every twelve (12) months and will not last more than 2-3 days. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 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. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank may deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower. (d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such 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, (i) an aged listing of accounts receivable and accounts payable by invoice date, (ii) distributor sell-through reports, and (iii) backlog report, all in form and detail acceptable to Bank. (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 and detail acceptable to Bank. (g) 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, and (iii) Borrower’s knowledge of an event that could reasonably request from time be expected to timematerially and adversely affect the value of the Intellectual Property.

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, (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (ii) aged listings of accounts receivable and accounts payable by invoice date, and (iii) a Monthly Recurring Revenue report for the trailing 12 months; (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 BorrowerParent’s and its Subsidiaries’ 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 (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of BorrowerParent’s fiscal years 2014 and beyondyear, audited consolidated and consolidating financial statements of Borrower Parent 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 (it being acknowledged that XxXxxxxxx & Xxxxx LLP is acceptable to Bank); (d) as soon as available, but in any event no later than the earlier to occur of thirty sixty (3060) days following the beginning of each fiscal year or the date of approval by BorrowerParent’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 quarterly format, approved by BorrowerParent’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 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, with Borrower’s posting of materials on the SEC’s XXXXX database satisfying such reporting obligation; (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 result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,00050,000) 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 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, 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; (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”); (eb) 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 andand as soon as available, if applicablebut in any event within five (5) days after the filing thereof, all reports filed with the Securities and Exchange Commission including without limitation on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionQ; (fc) 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; (d) as soon as available, but in any event no later than sixty (60) days after the beginning of Borrower’s fiscal year, an operating budget in form reasonably acceptable to Bank and approved by Borrower’s board of directors; and (ge) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Agility shall have the right to review and copy Borrower’s books and records and audit and inspect the Collateral, from time to time, upon reasonable notice to Borrower. Agility or its officers, employees, or agents shall have a right to visit Borrower’s premises and interview Borrower’s officers at Borrower’s expense.

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: (A) thirty (30) days after the last day of each monthmonth when a Credit Extension is requested or Obligations are outstanding, and (B) forty-five (45) days after the last day of each quarter, 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 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 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 Bankfirm, which is currently KPMG; and (iiiii) as soon as available, but in any event within one hundred eighty five (1805) days after the end of Borrower’s fiscal years 2014 and beyondfiling, 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 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 CommissionCommission which reports shall be deemed to have been delivered on the date on which Borrower posts any such report or provides a link thereto on Borrower’s 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 that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,000250,000.00) or more; and (gv) such budgets, sales projections, operating plans or other financial information as reasonably requested by Bank. (b) Within (i) thirty (30) days after the last day of each month when a Credit Extension is requested or Obligations are outstanding, and (ii) without duplication, forty-five (45) days after the last day of each quarter, 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 (by invoice date). (c) Within (i) thirty (30) days after the last day of each month when a Credit Extension is requested or Obligations are outstanding, and (ii) without duplication, forty-five (45) days after the last day of each quarter, Borrower shall deliver to timeBank with the 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 (prior to an Event of Default, at normal business hours) no more often than once every twelve (12) months (which shall not be the first calendar quarter, if no Event of Default has occurred or is continuing) unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, Borrower shall allow Bank to audit Borrower’s Collateral at Borrower’s expense, prior to the earlier of: (i) the initial Credit Extension, or (ii) sixty (60) days after the Closing Date. If the results of such audit are not satisfactory to the Bank in its reasonable business discretion, the Bank may, on notice to Borrower, at its reasonable business discretion, reduce the amount of the Revolving Line, or not make any Credit Extensions hereunder, except pursuant to terms satisfactory 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 monthmonth in which Obligations are outstanding or in which any Credit Extensions have 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 Credit Extensions are 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, 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 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 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 applicableDebt; (iii) 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; (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 ($200,000250,000.00) or more; (v) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, and in connection with any amendments, Borrower’s financial projections for the subsequent fiscal year as approved by Borrower’s board of directors; and (gvi) such budgets, sales projections, operating plans or and other financial information as reasonably requested by Bank. (b) Within thirty (30) days after the last day of each month in which Obligations are outstanding or in which any Credit Extensions have been requested (or, if no such Obligations are outstanding or Credit Extensions are requested, within forty-five (45) days of the end of the current fiscal quarter), deliver to Bank may reasonably request from time a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable (by invoice date). (c) Within thirty (30) days after the last day of each month in which Obligations are outstanding or in which any Credit Extensions have been requested (or, if no such Obligations are outstanding or Credit Extensions are requested, within forty-five (45) days of the end of the current fiscal quarter), deliver to timeBank with the financial statements required to be delivered pursuant to Section 6.2(a)(i) above, 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. 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. Borrower hereby acknowledges that the first such audit shall be conducted within one hundred twenty (120) days of the Effective Date.

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 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 BankAgent in its reasonable discretion; (iii) annual financial projections approved by Borrower’s Board of Directors consistent in form and (ii) detail with those provided to Borrower’s venture capital investors 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”)after Board approval; (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 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 CommissionCommission or a link thereto on Borrower’s or another website on the Internet (in the case of electronic links being provided to Agent, Borrower shall still be required to submitted Agent the applicable compliance certificate in the form of Exhibit C); (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 reasonably requested by Agent. (b) Within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer. (c) Borrower shall deliver to Agent any redemption requests or notices from the requisite number of its preferred shareholders to redeem stock pursuant to Borrower’s Seventh Amended and Restated Certificate of Incorporation, as Bank it may reasonably request be amended from time to time), as soon as available, but no later than ten (10) days after Borrower has received such redemption request or notice. (d) Allow Agent to audit or inspect Borrower’s Collateral at Borrower’s expense. Such audits or inspections 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 Company shall deliver the following to Bank: (a) as soon as available, but in any event within forty five (45) days after the end of each of the first three (3) fiscal quarters, a company prepared consolidated balance sheet and income statement covering Company's consolidated operations during such period, in a form and certified by an officer of the Company (without any personal liability therefore other than liability based on fraud or criminal misconduct) reasonably acceptable to Bank; (b) as soon as available, but in any event within ninety (90) days after the end of Company's fiscal year, audited consolidated financial statements of Company prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (c) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. For any calendar month that Credit Extensions have been made or are outstanding under the Committed Revolving Line, Company shall deliver to Bank, within thirty (30) days after the last day of each such 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 receivable. The Company shall deliver to Bank and certified by a Responsible Officerwith the quarterly financial statements described in Section 6.3(a) above, together with 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 Borrowers' Accounts at Borrowers' expense, provided that such audits will be conducted no more often than every twelve (c12) (i) as soon as availablemonths unless an Event of Default has occurred and is continuing. In addition, 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 of the end of Closing Date, Bank may, at the Borrower’s fiscal years 2014 and beyond's expense, 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 timeaudit Borrowers' Accounts.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide Bank with the following to Bank: following: (a) within fifteen (15) days after the last day of each month and together with any Advance request, a transaction report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s and its Subsidiaries’ consolidated Monthly Recurring Revenue), which shall include, without limitation, Borrower’s and its Subsidiaries’ consolidated Monthly Recurring Revenue, including, without limitation, details of Monthly Recurring Revenue at the beginning of each calendar month, lost Monthly Recurring Revenue, new Monthly Recurring Revenue, new Monthly Recurring Revenue from up-sales or expansion revenues, total subscribers, new subscribers and lost subscribers, Advance Rate and Net Churn Percentage, including a declaration with respect to the Monthly Recurring Revenues attributable to the Non-Borrowing Subsidiaries, all as reasonably requested by Bank, each in a form acceptable to Bank (such report, the “Transaction Report”); (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 (including consolidating balance sheet), income statement covering Borrower’s and its Subsidiaries’ 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 and at least annually, within ten (10) days of approval by Borrower’s Board, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower, (B) material changes to the capitalization table and in any event no later any changes that constitute a change of more than 270 10% in the Company’s share capital (provided that following consummation of a Qualified IPO, Borrower shall report Bank on any such changes to the capitalization table on a quarterly basis), and (C) annual financial and sales 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; (e) as soon as available, and in any event within one hundred fifty (150) days after following the end of Borrower’s and its Subsidiaries’ 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); (f) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) 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 (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 (dwhich may be by electronic mail) as soon as available, but in of the posting of any event no later than the earlier to occur of thirty such documents; (30g) within five (5) 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; (fh) 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 of, individually or any Subsidiary of Two in the aggregate, Five Hundred Thousand Dollars ($200,000500,000) 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. (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 unaudited consolidated balance sheet and unaudited 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 acceptable to Bank and accounts payable by invoice datesuch financial statements shall not include notes and shall be subject to year-end and quarterly adjustments; (bii) as soon as available, but in any event within thirty on or before the earlier of: (30A) forty-five (45) 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; quarter or (cB) five (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 (1805) days after filing with the end Securities and Exchange Commission, a copy 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 's Form 10-Q as filed with the Securities and Exchange Commission; (fiii) promptly upon receipt on or before the earlier of: (A) one hundred twenty (120) days after the last day of notice thereofBorrower's fiscal year or (B) five (5) days after filing with the Securities and Exchange Commission, a copy of Borrower's Form 10-K as filed with the Securities and Exchange Commission, together with an unqualified opinion on the financial statements from an independent certified public accounting firm; (iv) within five (5) days of filing with the Securities and Exchange Commission, a copy of Borrower's Form 8-K as filed with the Securities and Exchange Commission; (v) as soon as available, but no later than forty-five (45) days after the end of Borrower's fiscal year (and upon any revisions to same which are approved by Borrower's Board of Directors), a balance sheet, income statement and cash flow projections for the then current fiscal year; (vi) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt; (vii) 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 more; and (gviii) such budgets, sales projections, operating plans or other financial information reasonably requested by Bank. (b) If Borrower's Tangible Net Worth as at the last day of a month is below the TNW Threshold, Borrower shall deliver to Bank, within twenty-five (25) days after the last day of each month thereafter in which Advances were requested by Borrower or Obligations under the Committed Revolving Line were outstanding, a Borrowing Base Certificate signed by a Responsible Officer in the form of EXHIBIT C, with aged listings of accounts receivable. (c) Within twenty-five (25) days after the last day of each month, Borrower shall 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 D. (d) Allow Bank to timeaudit Borrower's Collateral at Borrower's expense. Such audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The Borrower shall provide the Bank with access to all its records and financial information so that the first such audit (the "Initial Audit") of Borrower's Accounts shall be completed by Bank prior to the initial Advance under the Committed Revolving Line.

Financial Statements, Reports, Certificates. Borrower shall deliver to Agent (for delivery to the following to BankLenders) the following: (a) as soon as available, but in any event within thirty (30) 45 days after the last day end of each monthfiscal quarter before the IPO, a Borrowing Base Certificate signed by a Responsible Officer and within 60 days after the end of each fiscal quarter after the IPO, Borrower’s consolidated and consolidating financial statements, prepared in substantially accordance with GAAP, consistently applied (provided that such documents will be deemed to be delivered on the form date that the SEC makes such documents publicly available and Borrower advises Agent of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice datethe same); (b) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthfiscal quarter, 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 heretoOfficer; (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) 120 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 unqualified opinion on such financial statements of PriceWaterhouseCoopers PricewaterhouseCoopers LLP, or another independent certified public accounting firm reasonably acceptable of nationally recognized standing (provided that such documents will be deemed to Bankbe delivered on the date that the SEC makes such documents publicly available and Borrower advises Agent of the same); (d) as soon as available, but in any event no later than within 30 days of the earlier to occur of thirty (30) days following the beginning last day of each fiscal year or month in which any Advance is outstanding (and within 30 days of the date last day of approval by each quarter in which no Advance is outstanding), a Borrowing Base Certificate, together with an aged listing of Borrower’s board of directorsaccounts payable and accounts receivable, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in signed by a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”)Responsible Officer; (e) within 60 days of the last day of each calendar year, board-approved projections for the upcoming year on a consolidated and consolidating basis, broken down by quarter; (f) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, copies of all statements, reports and notices sent (or made available generally by Borrower a link to its security holders such documents on Borrower’s or to any holders of Subordinated Debt and, if applicable, another website on the Internet) all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission (“SEC”), provided that such documents will be deemed to be delivered on the date that the SEC makes such documents publicly available and Borrower advises Agent of the same; (fg) promptly upon receipt by Borrower of written notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Thousand Dollars ($200,000500,000) or more; , and (gh) such budgets, sales projections, operating plans or other financial information as Bank Agent or a Lender may reasonably request from time to time.

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 Borrowers’ Accounts) (i) with each request for an Advance, (ii) no later than Friday of each week when a Streamline Period is not in effect, and (iii) within thirty (30) days after the end of each month when a Streamline Period is in effect; (b) as soon as available, and within five (5) days of filing with the SEC, but no later than forty-five (45) days after the last day of each of the first three quarters of Parent’s fiscal year, company prepared consolidated financial statements for such quarter prepared under GAAP (or IFRS, if applicable), consistently applied, certified by a Responsible Officer and in a form acceptable to Bank; (c) as soon as available, and within five (5) days of filing with the SEC, but no later than ninety (90) days after the last day of Parent’s fiscal year, audited consolidated financial statements prepared under GAAP (or IFRS, if applicable), 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; (d) included with any event Borrowing Base Report required pursuant to Section 6.2(a) (i) weekly or monthly, as applicable, Domestic accounts receivable agings, aged by invoice date, (ii) weekly or monthly, as applicable, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) weekly or monthly, as applicable, reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report and unbilled accounts report; (e) within thirty (30) days after the last day of each month and together with the Borrowing Base Reports, a duly completed Borrowing Base Certificate signed by a Responsible Officer; (f) 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; cash holdings report; (bg) as soon as available, but no later than thirty (30) days after the last day of each month, together with a company prepared consolidated balance sheet covering Borrowers’ and each of their Subsidiary’s operations for such month in any event a form acceptable to Bank (the “Monthly Financial Statements”), a duly completed Compliance Certificate signed by a Responsible Officer, (i) certifying as of the end of such month (A) calculations showing compliance with the financial covenant set forth in Section 6.9(a) and (B) that Borrowers were in full compliance with all of the terms and conditions of this Agreement; provided that, with respect to the financial covenants set forth in this Agreement, Borrowers shall only be required to certify compliance with the financial covenant set forth in Section 6.9(a), and (ii) setting forth and such other information as Bank may reasonably request; (h) within thirty (30) days after the end last day of each calendar monthfiscal quarter, 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 fiscal quarter, Borrowers were in substantially full compliance with all of the form terms and conditions of Exhibit D hereto; (c) 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 there were no held checks; (i) as soon as available, but in any event no later than 270 days after within the end earlier to occur 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 (iiA) as soon as available, but in any event within one hundred eighty forty-five (18045) 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 of Parent or the date of (B) 10 days after approval by BorrowerParent’s board Board of directorsDirectors, an annual operating budget and financial projections budgets for the upcoming fiscal year of Parent (including income statements, balance sheets and sheets, cash flow statementsstatements and other annual financial projections, by fiscal quarter), together with any related business forecasts used in the preparation of such annual operating budgets; (j) 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Thousand its Subsidiaries of, individually or in the aggregate, One Million Dollars ($200,0001,000,000) or more; (k) prompt written notice of any changes to the beneficial ownership information set out in Exhibit I. 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 and (gl) such budgets, sales projections, operating plans or other financial information as Bank reasonably requested by Bank. 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 request from time be delivered electronically and if so delivered, shall be deemed to timehave been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrowers’ website on the Internet at Borrowers’ website address.

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, aged listings of accounts receivable and accounts payable, together with a deferred revenue listing and 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 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 thirty (30) days after the end of each month, a Borrower prepared consolidated and consolidating balance sheet, income statementincome, and cash flow statement covering each 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 heretoBank; (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 twenty (180120) days after the end of a Borrower’s fiscal years 2014 and beyondyear, audited consolidated and consolidating financial statements of such 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 that the filing of such financial statements and opinion of an independent certified public accounting firm with the Securities and Exchange Commission through XXXXX will satisfy such Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (de) 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 a Borrower’s board of directorsnext fiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statementsstatements presented in a quarterly format) for such fiscal year, presented in a monthly format, approved by such Borrower’s board of directors, directors and in a form and substance reasonably acceptable satisfactory to Bank (each, a “Financial Plan”)Bank; (ef) unless complete copies of the following are not available on XXXXX, 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 CommissionDebt; (fg) 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 such Borrower or any Subsidiary of Two One Hundred Thousand Dollars ($200,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by a Borrower; (h) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrowers or any Subsidiary maintained outside of Bank; and (gi) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of a Borrower’s Accounts as Bank may reasonably request from time to time. For the avoidance of doubt, all information disclosed by a Borrower, or any of its Subsidiaries, to Bank pursuant to this Section 6.3, shall be kept confidential by Bank in accordance with Section 12.9.

Financial Statements, Reports, Certificates. Borrower Borrowers 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 of each month, aged listings of accounts receivable and accounts payable, together with 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 if such certificate is requested by invoice dateBank; (b) as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthfiscal quarter, a company Borrower prepared consolidated balance sheet, income statementincome, 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 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 within one hundred twenty (120) days after the end of Borrower’s Borrowers’ fiscal year 2013year, audited Borrowers’ consolidated financial statements prepared in accordance with GAAP, consistently applied, together with and audited by 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 within twenty five (3025) 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 fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (eachmonth, a “Financial Plan”)report of Borrowers’ cash position; (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 result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($200,00050,000) or more, or any commercial tort claim (as defined in the Code) acquired by a Borrower; and (g) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrowers’ Accounts as Bank may reasonably request from time to time.

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 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 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; (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 (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 moreBank; and (gf) 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 of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and a deferred revenue schedule, all in form and substance satisfactory to Bank. Borrower shall deliver to Bank with the monthly financial statements 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.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to BankAgent by email to the address specified pursuant to Article 11 (and Agent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (ai) as soon as available, but in any event within thirty the earlier of (30x) forty-five (45) days after the last day end of each monthcalendar quarter and (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a Borrowing Base Certificate signed cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice dateParent; (bii) if a Default or Event of Default has occurred and is continuing, as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth (in form and substance satisfactory to the Required Lenders), Pxxxxx’s consolidated financial statements including a company prepared consolidated balance sheetcash flow statement, income statementstatement and balance sheet for the period reported, 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 heretoParent; (c) (iiii) as soon as available, but in any event no later than 270 within the earlier of (x) one hundred and twenty (120) days after the end of BorrowerParent’s fiscal year 2013and (y) the date on which delivered to the SEC, audited consolidated financial statements prepared of Parent in accordance with 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 Bankthe Initial Lenders; and (iiiv) 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 prior to the beginning end of each Parent’s 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 fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance quarterly format reasonably acceptable to Bank the Required Lenders, provided that with respect to Borrower’s annual operating budget for fiscal year 2023, the Borrower may deliver such annual operating budget to Agent by no later than the earlier of (eachx) January 10, a “Financial Plan”2023 and (y) one Business Day prior to the closing of Heartland Disposition (as defined in that certain Limitedthe Heartland Consent to be entered into on or about January 9, 2023); (ev) copies of all statements, reports and notices sent or made available generally by Borrower any Loan Party to its security holders or and debt holders, when made available to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionsuch holders; (fvi) promptly upon receipt of written notice thereof, a report of any legal actions pending or threatened against any Loan Party that could reasonably be deemed to result in writing against Borrower damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any Subsidiary that could result other documents relating to Indebtedness in damages or costs excess of the Threshold Amount, as applicable, (B) notices of default required to Borrower be delivered pursuant to any Intermediation Facility Documents, or any Subsidiary other documents relating to Indebtedness in excess of Two Hundred Thousand Dollars the Threshold Amount, as applicable, ($200,000C) or more; notices of material adverse changes, and (gD) such budgets, sales projections, operating plans or notice of any Change of Control; (viii) other financial information as Bank Agent or any Lender may reasonably request from time to timetime promptly after such request and; (ix) environmental, social and corporate governance related materials reasonably requested by the Lenders, including the BlackRock ESG Questionnaire within seventy-five (75) days after request therefor by the requesting Lenders, which in the case of the BlackRock ESG Questionnaire, shall be completed by the Loan Parties, for direct delivery to the BlackRock Lenders, within seventy-five (75) days after request through the e-Front system without any additional request by such BlackRock Lenders and (x) no later than Tuesday of each calendar week (commencing in January 16, 2024), (1) a reasonably detailed summary as of the last day of the preceding week of the Loan Parties’ RFS Assets and RFS Liabilities and (2) a reasonably detailed summary of (x) all obligations for the purchase of RINs that have not been paid and (y) RINs that the Loan Parties must purchase in order to satisfy its RVOs; provided, that if requested by Agent, the Borrower shall make its management and advisors available to Required Lenders and their advisors from time to time during normal business hours with reasonable advance notice to address questions from Agent and its advisors in respect of the foregoing items in clause (x). Notwithstanding the foregoing, any Lender may request to not receive any information that may constitute material non-public information from the Agent, pursuant to this paragraph (a), it being acknowledged that such documents or information may include amendments or requests for amendment that have been designated as “private side” information by the Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver the following (a) Deliver to BankCollateral Agent: (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 Collateral Agent; (bii) as soon as available, but in any event within thirty no later than two hundred forty (30240) 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 (180) days after the end of at least annually, 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 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 all of 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 CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (fvi) promptly upon receipt copies of notice thereofall board packages, excluding any information the company determines in good faith is highly sensitive or confidential; (vii) 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 (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 with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver or make available to Agent the following following, in each case in form and substance reasonably satisfactory to BankAgent: (a) 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 monthquarter, a company prepared Borrowers’ consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such periodfinancial statements, 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 heretoC; and (c) (ib) as soon as available, but in any event no later than 270 within one -hundred twenty (120) days after the end of Borrower’s Borrowers’ fiscal year 2013year, audited consolidated and consolidating 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; Agent. Borrowers shall deliver to Agent the following, in each case in form and substance reasonably satisfactory to Agent: (iic) as soon as available, but in any event within one hundred eighty twenty-five (18025) days after the end of Borrower’s fiscal years 2014 each month: (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D, (ii) an accounts receivable (net of Retention Accounts) aging report, (ii) an accounts payable aging report, (iii) a Domestic Inventory report, (iv) a Retention Accounts report, 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(v) backlog report; (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 either Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower Borrowers or any Subsidiary of Two Five Hundred Thousand Dollars ($200,000500,000) or more; (e) promptly, and in any event within five (5) Business Days after the discovery thereof, a report signed by a Responsible Officer notifying Agent of an Event of Default or of any material labor dispute, material tax dispute, substantive material changes in operations or management characteristics or any event which with the passing of time or the giving of notice or both could become an Event of Default hereunder; (f) as frequently as desired by Borrowers subject to Agent’s consent thereto, updates of (i) the Schedule and (ii) the representations and warranties in Article 5 to reflect changes since the most recent making of such representations and warranties; and (g) such budgets, sales projections, operating plans or other financial information as Bank Agent may reasonably request from time to time.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), in the event that Borrower’s Net Cash is less than Thirty-Five Million Dollars (the “Net Cash Threshold”) and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month; (b) in the event that Borrower’s Net Cash is (i) greater than the Net Cash Threshold and there are outstanding Obligations, within five (5) days of filing its Form 10-Q with the SEC, but no later than fifty (50) days after the end of each fiscal quarter, and (ii) less than the Net Cash Threshold and there are outstanding Obligations, no later than thirty (30) days after the end of each month, (A) accounts receivable agings, aged by invoice date, for the applicable period, (B) accounts payable agings for the applicable period, aged by invoice date, and outstanding or held check registers, if any, (C) reconciliations of accounts receivable agings for the applicable period (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; provided, however, notwithstanding the foregoing requirements of this Section 6.2(b), in the event Borrower’s Net Cash is (i) greater than the Net Cash Threshold and there are no outstanding Obligations, and (ii) less than the Net Cash Threshold and there are no outstanding Obligations, Borrower will not be required to provide the reports in clauses (A) through (D) of this Section and no Advances shall be made under this Agreement until such time as Borrower shall deliver provide to Bank the following reports in clauses (A) through (D) not less than thirty (30) days prior to Bank: the request for an Advance; (ac) 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 and consolidating 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 within five (5) days of filing its Form 10-Q with the SEC, and in any event no later than 270 within fifty (50) days after the end of each fiscal quarter of Borrower, company prepared consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Quarterly Financial Statements”); (f) within the earlier of (i) seven (7) days after approval by Borrower’s Board of Directors or (ii) ninety (90) days after the end of each fiscal year of Borrower, (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) As soon as available, within five (5) days of filing its Form 10-K with the SEC, but no later than ninety (90) days after the 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; (eachh) 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 “Financial Plan”); link thereto, on Borrower’s website on the Internet at Borrower’s website address; (ei) 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; (fj) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or or, to the knowledge of any Responsible Officer, threatened in writing against Borrower or any Subsidiary that of its Subsidiaries in which an adverse decision 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) 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 Deliver to Bank: Agent, with copies to each Lender: (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 fiscal month of Borrower, (i) an unaudited consolidated balance sheet, income statementstatement and, and if available, statement of cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently appliedperiod and the year-to-date period ending thereon, in a each case setting forth in comparative form reasonably the figures for the corresponding periods in the prior year, in form acceptable to Bank and certified by a Responsible Officer, together with Agent. and (ii) a Compliance Certificate signed by a Responsible Officer demonstrating in substantially the form of Exhibit D hereto; reasonable detail (cA) (i) as soon as available, but in any event no later than 270 days after Borrower’s compliance at the end of Borrower’s fiscal year 2013such period with the applicable financial and portfolio covenants contained in Sections 7.17 and 7.18 that are measured on a monthly basis, 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) HCI’s compliance at the end of such period with the minimum portfolio funding liquidity covenant contained in Sections 7.17(i); (b) as soon as available, but in any event within one hundred eighty forty-five (18045) days after the end of the first three fiscal quarters of each fiscal year of Borrower and HCI, (i) an unaudited consolidated and consolidating balance sheet, income statement and statement of cash flow covering (A) Borrower, and (B) HCI’s and its Subsidiaries’ operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form the figures for the corresponding periods in the prior year; provided, that the availability via XXXXX, or any successor system of the SEC, of the financial statements in HCI’s applicable quarterly report on Form 10-Q shall be deemed delivery to Agent of the financial statements required to be delivered pursuant to this clause (b)(i), on the date such documents are made so available, and (ii) a Compliance Certificate demonstrating in reasonable detail Borrower’s and HCI’s compliance at the end of such period with the applicable financial and portfolio covenants contained in Sections 7.17 and 7.18 that are measured on a quarterly basis; (c) as soon as available, but in any event within ninety (90) days after the end of each fiscal years 2014 year of Borrower and beyond, audited HCI, (i) consolidated and consolidating financial statements of Borrower HCI and its Subsidiaries, in each case for such fiscal year, audited by independent certified public accountants of recognized national standing and certified, without any qualifications (A) as to “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 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 Sections 7.17 or 7.18), by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on GAAP (such audited financial statements to include a balance sheet, income statement, and statement of PriceWaterhouseCoopers cash flow and, if prepared, such accountants’ letter to management); provided, that the availability via XXXXX, or another independent certified public accounting firm reasonably acceptable any successor system of the SEC, of the financial statements in HCI’s annual report on Form 10-K shall be deemed delivery to Bank; Agent of the financial statements required to be delivered pursuant to this clause (c)(i), on the date such documents are made so available, and (ii) a Compliance Certificate demonstrating in reasonable detail Borrower’s and HCI’s compliance at the end of such period with the applicable financial and portfolio covenants contained in Sections 7.17 and 7.18; (d) as soon as available, but in any event no later not less than the earlier to occur of thirty (30) days following prior to the beginning commencement of each fiscal year of Borrower and HCI, copies of Projections for Borrower and HCI that have been provided to the Board of Directors of Borrower or HCI for 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 forthcoming fiscal year, presented in a monthly formatcertified by the chief financial officer of Borrower and the chief financial officer of HCI, approved by Borroweras applicable, as being such officer’s board good faith estimate of directors, the financial performance of Borrower and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); HCI during the period covered thereby, (e) if requested by Agent, and if and when filed by Borrower, copies of all statementsBorrower’s federal income tax returns, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt andamendments thereto, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Internal Revenue Service, (f) promptly upon receipt having knowledge thereof (after diligent inquiry) and provided that, Borrower’s “knowledge” under this clause (f), shall include any circumstances where Borrower could be reasonably expected to have such “knowledge”, notify Agent of notice thereof, a report the following regarding each Note Receivable and Collateral which secures such Note Receivable: (i) the occurrence of any legal actions pending event which may materially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or threatened in writing against Borrower or any Subsidiary other Person of which Servicer or Borrower is actually aware of any notice of default, recordation by Servicer or Borrower of any notice of foreclosure and the date of any scheduled foreclosure sale thereon, or filing by Servicer or Borrower of any lawsuit (including case number and court) on a Note Receivable or related Note Receivable Collateral; (iii) the consummation of any foreclosure sale or any deed or xxxx of sale in lieu of foreclosure, retention of collateral in satisfaction of debt or similar transaction, and deliver to Agent true and complete copies of all documentation executed in respect thereof (in the case of notices, postings and the like, and in the case of deeds, bills of sale or retention of collateral transactions, all documents related to consummation of such transaction or transfer of such property); and (iv) the receipt by Servicer or Borrower of a notice by any Person of which Servicer or Borrower is actually aware of (x) a default with respect to any agreement evidencing or governing a Lien on any Note Receivable Collateral or (y) any foreclosure sale with respect to any Note Receivable Collateral; (g) promptly, but in any event within five (5) Business Days after Borrower has knowledge of any event or condition that could result constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto, (h) promptly after the commencement thereof, but in damages or costs to any event within five (5) Business Days after the service of process with respect thereto on HCI, Borrower or any Subsidiary of Two Hundred Thousand Dollars HCI that is then an obligor under Funded Indebtedness, notice of all actions, suits, or proceedings brought by or against HCI, Borrower or any such Subsidiary before any Governmental Authority which, if determined adversely to HCI, Borrower or such Subsidiary, reasonably could be expected to result in a Material Adverse Change, and ($200,000i) with respect to the Xxxxx Fargo Facility, promptly (but in any event within two (2) Business Days) upon (A) having knowledge of the occurrence of any default or more; event of default (however styled) thereunder, notice thereof and a statement of the curative action proposed to be taken with respect thereto, (B) the occurrence of any amendment or modification thereto or refinancing thereof, notice of such amendment, modification or refinancing, and in each case copies of all documents and agreements pertaining thereto; (A) promptly, notice that a new proposed Split-Funded Note Receivable will be initially included in the calculation of availability for extensions of credit under any credit facility for an Affiliate of Borrower or HCI (in each case before the application of any concentration limits under the loan documents for such credit facility and in each case such notice shall include all relevant and applicable inputs and information used in calculating availability), and (gB) promptly, but in any event within three (3) Business Days after an Authorized Person has knowledge thereof, notice that a Split-Funded Note Receivable or newly-proposed Split-Funded Note Receivable has been or will be excluded from the calculation of availability for extensions of credit under any credit facility for an Affiliate of Borrower or HCI (in each case before the application of any concentration limits under the loan documents for such budgetscredit facility and in each case such notice shall include all relevant and applicable inputs and information used in calculating availability); provided, sales projectionsthat with respect to any proposed Split-Funded Note Receivable that will be excluded from the calculation of availability for extensions of credit under any credit facility for an Affiliate of Borrower or HCI (subject in each case to application of concentration limits under the loan documents for such credit facility) before actually initially being included thereunder, operating plans the notice to be provided by this clause (B) will be delivered to Agent prior to the making of any extension of credit with respect thereto under this Agreement, and (k) upon the request of Agent, any other information reasonably requested relating to the financial condition of Borrower or HCI or any of its Subsidiaries. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by this Section 6.3, and agrees that Borrower will not have fiscal year different from that of HCI. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower and HCI, and (B) consult with its and each such other Person’s independent certified public accountants if Agent reasonably requests the right to do so. In such connection, Borrower authorizes, and will cooperate with Agent to cause HCI to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Bank Agent reasonably may reasonably request from time to timerequest.