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

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (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, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) if any Advances are outstanding, within thirty (30) days after the last day of each month, or (b) if no Advances are outstanding, within thirty (30) days after the last day of each fiscal quarter, a SaaS based metrics report including, but not limited to calculations of ARPU, client count and the Annualized Churn Rate, which shall include a calculation of the then current Annualized Churn Rate; (b) a Transaction Report (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 with each month request for an Advance and (ii) in at all other casestimes when any Advances are outstanding, on a weekly basis; (b) within thirty (30) days after the end last day of each month, (A) monthly accounts receivable agings, aged signed 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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretiona Responsible Officer; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within as soon as available, and in any event within thirty (30) days after the last day end of each monthfiscal year of Borrower, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added a company prepared consolidated and revenues lost consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for each month, such fiscal year certified by a Responsible Officer and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in a form and substance reasonably satisfactory acceptable to Bank; (f) within thirty (30) days after the end of each fiscal year of Borrower, annual financial projections for the then-current 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, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than any event within one hundred eighty (180) days after following the last day end of Borrower’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 reasonably acceptable to Bank (the “Audited Financial Statements”); provided that if Borrower’s board of directors does not require Borrower obtain Audited Financial Statements for any individual fiscal year, Bank shall be deemed to have automatically waived the requirement for such Audited Financial Statements in its reasonable discretion (it being understood that the audited financial statements for the 2010 applicable fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowerwell; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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, or are available at xxx.xxx.xxx (or any successor site maintained by the SEC for similar purposes); provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within five fifteen (515) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) with each request for an Advance, (ii) if requested by Bank, in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingits sole discretion, no later than Friday of each week, and (iii) within (A) thirty (30) days after the end of each month and in which Advances are outstanding or an Advance request has been made, or (iiB) in all other cases, on a weekly basisthirty (30) days after the last day of each quarter; (b) within (i) thirty (30) days after the end of each monthmonth in which Advances are outstanding or an Advance request has been made, or (ii) thirty (30) days after the last day of each quarter, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, sell through report, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than (i) thirty (30) days after the last day of each monthmonth in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month or quarter, as applicable, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within (i) thirty (30) days after the last day of each month in which Advances are outstanding or an Advance request has been made, or (ii) forty-five (45) days after the last day of each quarter, and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such monthmonth or quarter, as applicable, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board last Business Day of DirectorsFebruary of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by monthquarter) for the following upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than and in any event within one hundred eighty twenty (180120) days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (h) as soon as available, but in no event later than two (2) Business Days after the last day of each fiscal quarter, commencing with the first fiscal quarter ending December 31, 2015, the Liquidity of Borrower. If at any time from and after the Effective Date (irrespective of whether it is the last day of a fiscal quarter or otherwise), the Liquidity of Borrower is less than Five Million Dollars ($5,000,000.00), Borrower shall deliver to Bank written notice thereof in accordance with Section 10 hereof as promptly as practicable following knowledge of Borrower thereof. (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (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 (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (k) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Seven Hundred Fifty Thousand Dollars ($250,000750,000.00) or more; and (kl) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) in the event that Borrower is Streamline Eligible with each request for an Advance, and provided no Event of Default has occurred and is continuing, no later than (ii) within thirty (30) days after the end of each month month; (i) with each request for an Advance and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, detailed Account Debtor listing, Deferred Revenue reports, Annual Recurring Revenue reports, and general ledger, and (D) Borrower’s Deferred Revenue report each in a form satisfactory of presentation reasonably acceptable to Bank in its sole discretion, but reasonable discretionBank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 a form of presentation reasonably acceptable to Bank (and it being understood that such financial statements shall not include footnotes and normal year-end adjustments) (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, 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 covenant set forth in this Agreement and such other information as Bank shall may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day of each monthBorrower’s fiscal year and promptly upon Board approval of any material updates or changes thereto, deliver to Bank monthly recurring revenue roll forward reportsannual Board-approved operating budgets and financial projections, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in a form and substance of presentation reasonably satisfactory acceptable to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than any event within one hundred eighty (180) days after following the last day end of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act Act, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials (in each case to the extent material) filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (ih) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;, in each case to the extent same have not been separately furnished to Bank: (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; (j) at least annually, within thirty (30) days after approval by the Board, any 409A valuation report prepared by or at the direction of Borrower; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty Friday of each week when a Streamline Period is not in effect and (30ii) within twenty (20) days after the end of each month and (ii) when a Streamline Period is in all other cases, on a weekly basiseffect; (b) (i) within thirty twenty (3020) days after the end of each monthmonth when a Streamline Period is in effect and (ii) no later than Friday of each week when a Streamline Period is not in effect, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, detailed debtor listings, Deferred Revenue report, and general ledger, and (D) Borrower’s Deferred Revenue report each in a form satisfactory acceptable to Bank in its sole discretion, but reasonable discretionBank; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within at least annually, within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board Board, and within five (5) Business Days of Directorsany updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year ), and (B) Board approved annual financial projections for (on a quarterly basis), in each case as approved by the following fiscal yearBoard, commensurate together with any related business forecasts used in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than and in any event within one hundred eighty (180) days after following the last day end of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of after 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 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; (ih) within five (5) days of after delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; and (kj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (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 Friday of each month week when a Streamline Period is not in effect and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each monthmonth when a Streamline Period is in effect, a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Co-Borrowers’ Accounts); (b) (i) no later than Friday of each week when a Streamline Period is not in effect and (ii) within thirty (30) days after the end of each month when a Streamline Period is in effect, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, Deferred Revenue report and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but (i) no later than Friday of each week when a Streamline Period is not in effect and (ii) within thirty (30) days after the last day end of each monthmonth when a Streamline Period is in effect, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s Co-Borrowers’ consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) (i) no later than Friday of each week when a Streamline Period is not in effect and (ii) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statementswhen a Streamline Period is in effect, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was Co-Borrowers were 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within no later than thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Co-Borrowers, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorscontemporaneously with any updates or amendments thereto, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Co-Borrowers, and (Bii) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis), commensurate in form and substance each case as approved by the Board, together with those provided to Borrower’s venture capital investors (it being understood that any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than one hundred eighty (180) days after the last day of Co-Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except for a “going concern” qualification based solely on Co-Borrower’s liquidity) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being understood Bank acknowledges that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Co-Borrower’s unqualified opinion on financial statements may contain a qualification current independent accounting firm as of the Effective Date, PWC, is acceptable to going concern typical for venture backed companies similar to BorrowerBank as of the Effective Date); (hg) in the event that any Co-Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower Co-Borrowers 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 Co-Borrowers post such documents, or provides provide a link thereto, on Borrower’s Co-Borrowers’ website on the Internet internet at Borrower’s Co-Borrowers’ website address; provided, however, Co-Borrowers shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (ih) within five (5) days Business Days of delivery, copies of all statements, reports and notices made available to such Co-Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Co-Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Co-Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; and (kj) promptly, from time to time, such other financial information regarding Co-Borrowers or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) (A) weekly, and (B) upon each request for a Credit Extension, a Transaction Report (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 Report; (ii) in all other cases, on a weekly basis; within twenty (b) within thirty (3020) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, Deferred Revenue report and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared consolidated and consolidating monthly unaudited financial statements including balance sheet and sheet, income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)statement of cash flows; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven the earlier to occur of (7i) fifteen (15) days after following approval by the Board Borrower’s board of Directorsdirectors and (ii) January 31st of each fiscal year, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gvi) As as soon as available, but no later than and in any event within one hundred eighty fifty (180150) days after following the last day end of Borrower’s fiscal year, annual audited consolidated and consolidating financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; andNotwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (a)(i)(A) above monthly, within twenty (20) days after the end of each month. (kb) other financial information reasonably requested by In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) Borrower shall provide Bank with 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 to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Provide Bank with the followingBorrower shall deliver to Agent: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information requested by Agent with respect to Borrower’s Accounts) within seven (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (307) days after the end of each month and (ii) in all other cases, on a weekly basismonth; (b) within thirty (30) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, sell through reports, detailed Account Debtor listing, Deferred Revenue report, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 a form acceptable to Bank Agent (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, 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 Agent may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty within ninety (3090) days after to the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorscontemporaneously with any updates or amendments thereto, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (Bii) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis), commensurate in form and substance each case as approved by the Board, together with those provided to Borrower’s venture capital investors (it being understood that any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than one hundred eighty and in any event within ninety (18090) days after following the last day end of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerAgent; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 internet at Borrower’s website address; (ih) within five (5) days of delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated DebtDebt and copies of all material information and noticed under Material Agreements and notice of any execution and delivery of a Material Agreement or termination or material breach thereof; (i) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Agent relies on such true, accurate and up-to-date beneficial ownership information to meet Agent’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Three Hundred Fifty Thousand Dollars ($250,000300,000.00) or more; and (k) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by BankAgent or Required Lenders.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (and any schedules related thereto), (i) in bi-weekly and at 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 time of each month and request for an Advance; (ii) in all other cases, on a weekly basis; within twenty-one (b) within thirty (3021) 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 reports, and general ledger, and , (D) Borrower’s Deferred Revenue report monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP) or such other inventory reports (including, without limitation, a backlog/pipeline report) as are requested by Bank in its sole discretion, but reasonable discretiongood faith business judgment; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within [omitted]; (vi) within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following upcoming fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);preparation of such annual financial projections; and (gvii) As as soon as available, but no later than one hundred eighty (180) and in any event within 180 days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;Bank. (hb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (c) Prompt written notice of (i) within five any material change in the composition of the intellectual property, (5ii) days the registration of deliveryany copyright, copies including any subsequent ownership right of all statements, reports and notices made available to Borrower’s security holders Borrower in or to any holders copyright, patent or trademark not previously disclosed to Bank in writing, or (iii) Borrower’s knowledge of Subordinated Debt; (j) prompt report an event that materially adversely affects the value of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. (a) Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto)monthly, (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than within thirty (30) days after the end of each month month, or weekly if Borrower’s Net Cash is below the Asset-Based Threshold and any Obligations are outstanding, a Transaction Report (iiand any schedules related thereto) in all other casesthe form attached hereto as Exhibit B, on signed by a weekly basisResponsible Officer; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (d) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (e) Within thirty within sixty (3060) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than one hundred eighty (180) and in any event within 120 days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;Bank; and (hb) in In the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, provide the Bank within five (5) days of after filing, copies 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. (c) Provide prompt written notice of all periodic and other reports, proxy statements and other materials (i) the registration of any application filed by Borrower with in the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangeUnited States Patent Trademark Office for a patent, or distributed to its shareholdersregister a trademark or service xxxx or (ii) the registration of any copyright, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent including any such documents are included subsequent ownership right of Borrower 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;copyright, patent or trademark not previously disclosed in writing to Bank. (jd) prompt report Bank may conduct a field examination two times per year, or more frequently if a Default or Event of any legal actions pending Default has occurred or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankis continuing.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (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 within thirty (30) days after the end of each month and (ii) in all other casesmonth, on a weekly basisduly completed Borrowing Base Certificate signed by a Responsible Officer; (b) within thirty (30) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, and (Bii) 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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company monthly unaudited financial statements 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 a form acceptable to Bank (the “Monthly Financial Statements”)accordance with GAAP; (d) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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 Agreement, if applicable, and such other information as Bank shall may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;: (e) Within thirty within ten (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (710) days after approval by the Borrower’s Board of Directors, and as modified, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (Bii) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that Board of Directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than one and in any event within two hundred eighty seventy (180270) days after following the last day end of Borrower’s fiscal year, annual audited consolidated and consolidating financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that g) upon the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31request of Bank, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to updated capitalization tables of Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made generally available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (j) promptly, and in any event within five (5) Business Days after request by Bank, copies of such customer contracts of Borrower (whether or not such customer contract is included as an Account in any MRR calculation) as Bank may request; (k) in the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; and (kl) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (and any schedules related thereto), (i) in weekly and at 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 time of each month and (ii) in all other casesrequest for an Advance; provided, on however, during a weekly basis; (b) Streamline Period, monthly within thirty (30) days after the end of each month; (ii) within fifteen (15) days after the end of each month (provided, however, during a Streamline Period, monthly 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 [omitted], (D) Borrower’s [omitted], (E) monthly Deferred Revenue report report, in form satisfactory acceptable to Bank in its sole discretion, but reasonable discretiongood faith business judgment; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within [omitted]; (vi) within thirty (30) days after prior to the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);preparation of such annual financial projections; and (gvii) As as soon as available, but no later than one hundred eighty (180) and in any event within 120 days after following the last day end of Borrower’s 's fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an without a “going concern” qualification of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;good faith business judgment. (hb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (or other similar requirements of the Toronto Stock Exchange), within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SECSecurities and Exchange Commission (or other similar reports filed with the Canadian equivalent of the Securities and Exchange Commission) 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, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (c) Prompt written notice of (i) within five any material change in the composition of the intellectual property, (5ii) days the registration of deliveryany copyright, copies including any subsequent ownership right of all statements, reports and notices made available to Borrower’s security holders Borrower in or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending copyright, patent or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or trademark not shown in the aggregateIP Security Agreement, Two Hundred Fifty Thousand Dollars or ($250,000iii) or more; and (k) other financial information reasonably requested by BankBorrower’s knowledge of an event that materially adversely affects the value of the intellectual property.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingupon each request for an Advance, no later than (ii) within thirty (30) days after the end last day of each month month, and (iiiii) at Bank’s option in all other casesits sole discretion while there are outstanding Advances, on a weekly basiswithin five (5) days after the last day of each week; (b) within thirty (30) days after the end last day of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company company-prepared consolidated and consolidating balance sheet and income statement (including, without limitation, a profit and loss statement) covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank in its reasonable discretion (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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty as soon as available but no later than sixty (3060) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics within thirty (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (730) days after approval by the Board of Directorsany updates or amendments thereto, (A1) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B2) Board approved annual financial projections for the following upcoming fiscal yearyear (on a quarterly basis, commensurate in form and substance with those provided to that Borrower’s venture capital investors (it being understood that revenue schedule is prepared on a monthly basis), in each case as approved by the budgets and projections set forth Board, together with any related business forecasts used in this Section for the 2012 fiscal year are expected to be received not later than January 31preparation of such annual financial projections, 2012)prepared under GAAP; (gf) As commencing with the 2017 fiscal year (other than fiscal years for which the Board does not require Borrower to prepare audited financial statements), as soon as available, but no later than one and in any event within two hundred eighty seventy (180270) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later other than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; provided, however, for any fiscal year for which the Board does not require Borrower to prepare audited financial statements, Borrower shall instead deliver to Bank, as soon as available, but no later than thirty (30) days after the last day of Borrower’s fiscal year, a company- prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during such fiscal year certified by a Responsible Officer and in a form acceptable to Bank; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 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; (ih) within five (5) days Business Days of delivery, copies of all material statements, reports and notices generally made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; and (kj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (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(A) weekly, no later than thirty within five (305) days after the end of each month week, and (iiB) in all other casesupon each request for a Credit Extension, on a weekly basisTransaction Report; (bii) 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 reports, Deferred Revenue report and general ledger, and (D) Borrower’s Deferred Revenue report monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP) or such other inventory reports as are requested by Bank in its sole discretion, but reasonable discretiongood faith business judgment; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within within thirty (30) days after prior to the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day board of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applieddirectors, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) any related business forecasts used in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days preparation 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or moreannual financial projections; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (which will include such information as is necessary for Bank to verify sales and any schedules related theretocollections), (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, on a weekly basis; (b) within thirty twenty (3020) 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 transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretionreports; (c) as soon as available, but no later than thirty (30) days after the last day of each monthmonth (excepting the last month of Borrower’s fiscal year no later than forty-five (45) days after Borrower’s fiscal year end), a company prepared consolidated and consolidating balance sheet sheet, cash flow statement, and income statement covering Borrower’s consolidated and consolidating 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 Statementscalendar month, a duly completed Compliance Certificate signed by a Responsible Officer, 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; (eA) Within thirty within fifteen (3015) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Borrower’s Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved within fifteen (15) days of request by Bank, annual financial projections for the following fiscal year, commensurate year (on a quarterly basis) together with any related business forecasts used in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than one and in any event within two hundred eighty forty (180240) days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (or an opinion qualified only for going concern specifying the need for future financings) on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowerdiscretion; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (ig) within five ten (510) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jh) 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 any addendum thereto, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (i) prompt report of any each legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (kj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: Borrower shall deliver to Bank: (a) a Transaction Report as soon as available, but in any event within forty-five (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 (3045) days after the end of each month quarter, a company prepared consolidated balance sheet and (ii) income statement covering Borrower's consolidated operations during such period, in all other cases, on a weekly basis; form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa company prepared consolidated revenue and expense statement covering Borrower's consolidated operations during such period, 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) Borrower’s Deferred Revenue report in form satisfactory reasonably acceptable to Bank in its sole discretion, but reasonable discretion; Bank; (c) as soon as available, but no later than thirty in any event within one hundred twenty (30120) days after the last day of each month, a 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 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion Bank; (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31d) promptly upon receipt of notice thereof, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries Subsidiary that could result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (ke) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable. Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with quarterly 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 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. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline Period is not in the event that Borrower is Streamline Eligible effect, and provided no Event of Default has occurred and is continuing, no later than thirty (30iii) within fifteen (15) days after the end of each month and (ii) when a Streamline Period is in all other cases, on a weekly basiseffect; (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 reports, Deferred Revenue report, and general ledger, and (D) Borrower’s Deferred Revenue report monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP) or such other inventory reports as are requested by Bank in its sole discretion, but reasonable discretiongood faith business judgment; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated Holdings and consolidating each of its Subsidiaries (including, without limitation, each Borrower and each other Guarantor) 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Holdings and each of its Subsidiaries, on a consolidated and consolidating basis, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than one hundred eighty (180) and in any event within 180 days after following the last day end of Borrower’s fiscal year, consolidating and audited consolidated and consolidating financial statements from Holdings and its Subsidiaries, prepared under GAAP, consistently applied, together with an unqualified opinion on the audited financial statements from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hg) in the event that Borrower any Credit Party becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower any Credit Party with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (ih) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower Holdings or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (kj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) weekly, a Transaction Report (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 Report; (ii) in all other cases, on a weekly basis; within twenty (b) within thirty (3020) days after the end of each month, (A) a duly completed Borrowing Base Certificate signed by a Responsible Officer, (B) monthly accounts receivable agings, aged by invoice date, (BC) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (CD) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month month, and together with one hundred fifty (150) days following the Monthly Financial Statementsend of Borrower’s fiscal year, a duly completed Compliance Certificate signed by a Responsible Officer, 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; (ev) Within within thirty (30) days after the last day of each monthany material revisions to Borrower’s projections or business plan, deliver to Bank monthly recurring revenue roll forward reportsas approved by Borrower’s board of directors, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank;copies of such revisions; and (fvi) as soon as available, but no later than seven and in any event within one hundred fifty (7150) days after approval by following the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;Bank. (hb) in 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 after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (ic) within five Provide Bank with, as soon as available, but no later than twenty (520) days after the end of deliveryeach month, a Deferred Revenue report, in form acceptable to Bank. (d) Borrower will promptly provide Bank with copies of all statementsany notices received by Borrower under the Pinnacle Loan Documents. Notwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and notices made available schedules required pursuant to Borrower’s security holders or to any holders of Subordinated Debt; clause (ja)(i) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankabove each month.

Financial Statements, Reports, Certificates. Provide Bank with Other Notices and Information. Deliver the followingfollowing to Bank: (a) a Transaction Report (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 within thirty (30) days after the end last day of each month month, aged listings of accounts receivable and (ii) accounts payable, together with a deferred revenue listing and a Borrowing Base Certificate signed by a Responsible Officer in all other cases, on a weekly basissubstantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty (30) days after the end of each month, (A) monthly accounts receivable agingsa Borrower prepared consolidated balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome, 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) cash flow statement covering such Borrower’s Deferred Revenue report consolidated operations during such month, prepared in accordance with GAAP, consistently applied, in a form satisfactory acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in its sole discretion, but reasonable discretionsubstantially the form of Exhibit D hereto; (c) as soon as available, but no later than in any event within one hundred twenty (120) days after the end of such Borrowers’ fiscal year, audited consolidated financial statements of such Borrower 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; (d) as a condition to requesting an Advance, and for each month thereafter, as soon as available, but in any event within thirty (30) days after the last day of each month, a company prepared consolidated Borrowing Base Certificate and consolidating balance sheet accounts receivable and income statement covering Borrower’s consolidated and consolidating operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)payable agings; (de) 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, certifying that as of the end of such month, bank statements for any bank in which Borrower was in full compliance with all maintains an account outside 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 checksBank; (ef) Within within thirty (30) days after the last day of such Borrower’s fiscal year, a contact and address list in form and substance reasonably acceptable to Bank; (g) 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; (h) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against such Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more, or any commercial tort claim (as defined in the Code) acquired by such Borrower; (i) as soon as available, but in any event no later than the earlier of (i) sixty (60) days after the end of each monthfiscal year and (b) ten (10) days of approval by such Borrower’s board of directors, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics annual operating projections (including Monthly Recurring Revenue income statements, balance sheets and Churn Rate reports cash flow statements presented in a monthly format) for both U.S. and UK operations) the upcoming fiscal year, approved by such Borrower’s board of directors, which shall be in form and substance reasonably satisfactory to Bank; (fj) as soon as availablesuch budgets, but no later than seven (7) days after approval by sales projections, operating plans, other financial information including information related to the Board verification of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to such Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected Accounts as Bank may reasonably request from time to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or moretime; and (k) other financial information promptly (and in any event within three (3) Business Days) upon such Borrower becoming aware of the existence of any Event of Default or event described in Section 8 which, with the giving of notice or passage of time, or both, would constitute an Event of Default, such Borrower shall give written notice to Bank of such occurrence, which such notice shall include a reasonably requested by Bankdetailed 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. Provide Bank with the following: (a) a Transaction Report (Report, delivered monthly during any Streamline Period and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible otherwise delivered weekly and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end upon delivery of each month and (ii) in all other cases, on a weekly basisrequest for an Advance; (b) within thirty (30) days after the end of each month (other than the first month of Borrower's fiscal year, to the extent not prepared for such month), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month (other than the first month of Borrower's fiscal year, to the extent not prepared for such month), a company prepared monthly unaudited 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 a form acceptable to Bank (the “Monthly Financial Statements”)financial statements; (d) within thirty (30) days after the last day end of each fiscal quarter, a schedule of Deferred Revenue (e) within thirty (30) days after the end of each month and together with (other than the Monthly Financial Statementsfirst month of Borrower's fiscal year, to the extent Borrower does not prepare financial statements for such month), a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ef) Within thirty within sixty (3060) days after the last first day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following such fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 such fiscal year are expected to be received not later than January 31(on a quarterly basis) as approved by Borrower's board of directors, 2012)together with any related business forecasts used in the preparation of such annual financial projections; (g) As as soon as available, but no later than one hundred eighty (180) and in any event within 120 days after following the last day end of Borrower’s 's fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of deliveryafter filing, copies of all statementsreports on Form 10-K, reports 10-Q and notices made available to 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s security holders 's or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in another website on the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or moreInternet; and (ki) other financial information reasonably requested by Bankprompt 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 Security Agreement, or (iii) Borrower's knowledge of an event that materially adversely affects the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (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 with each month request for an Advance and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end of each month, ; (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), ) and transaction reports and general ledger(iv) monthly perpetual inventory reports for Inventory valued on a first-in, and first-out basis at the lower of cost or market (Din accordance with GAAP) Borrower’s Deferred Revenue report in form satisfactory to or such other inventory reports as are requested by Bank in its sole discretiongood faith business judgment, but reasonable discretionin the case of each of the foregoing (A) with each request for an Advance and (B) within thirty (30) days after the end of each month; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 a form reasonably 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within as soon as available, and in any event no later than thirty (30) days after following the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorscontemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year ), and (B) Board approved annual financial projections (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within forty-five (45) days following the end of each fiscal quarter of Parent, Parent’s 10-Q for such fiscal quarter as filed with the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)SEC; (g) As as soon as available, but no later than one hundred eighty and in any event within ninety (18090) days after following the last day end of BorrowerParent’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently appliedParent’s 10-K for such fiscal year as filed with the SEC, together with an unqualified opinion on the financial statements included in the 10-K from an independent certified public accounting firm reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, 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; (k) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand One Million Dollars ($250,0001,000,000.00) or more; and (kl) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with sufficient copies for each Lender the following:following documents or their electronic equivalent (it being understood that, absent request by Agent for information with respect to a particular Obligor, this covenant shall be deemed satisfied to the extent that the Administrative Borrower provides the following information for the Obligors taken as a whole): (a) a Transaction Report (and as soon as available, but in 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) within 45 days after the end of each month during each of Parent's fiscal years, (i) a company prepared consolidated balance sheet, statement of earnings, and statement of cash flow covering Parent's and its Subsidiaries operations during such period, (ii) a certificate signed by the chief financial officer of Administrative Borrower on behalf of Administrative Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects the financial condition of Parent and its Subsidiaries, (B) the representations and warranties of the Obligors contained in this Agreement and the other casesLoan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (C) there does not exist any condition or event that constitutes a weekly basis;Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action the applicable Obligor has taken, is taking, or proposes to take with respect thereto), and (iii) for each month that is the date on which a financial covenant in Section 7.19 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.19, and (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) in any event within 120 days after the last day end of each monthof Parent's fiscal years that occurs after the Closing Date, (i) consolidated financial statements of Parent and its Subsidiaries for each such fiscal year, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month audited by PriceWaterhouseCoopers or other independent certified by a Responsible Officer and in a form public accountants reasonably acceptable to Bank Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, statement of earnings, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) a certificate of such accountants addressed to Agent and the “Monthly Financial Statements”);Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.19, (c) if and when filed by Parent, (i) 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Parent with the SEC, and (iii) any other information that is provided by Parent to its shareholders generally, (d) within thirty upon the request of Agent, (30i) days after any other report reasonably requested relating to the last day financial condition of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as Parent or any 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; (e) Within thirty (30) days after the last day of each month, deliver Obligors. In addition to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 referred to above, Borrowers agree to deliver promptly to Agent (with copies for each Lender) copies of management reports, in the form historically prepared by Parent, that reflect the operational performance of each of the individual business segments of the Borrowers taken as a whole. Without limiting the foregoing, Borrowers agree (unless and until the UK Metals Operations have been sold) -84 that each of the financial statements to be delivered hereunder shall be prepared on a consolidating basis reflecting the financial performance of Parent and its Subsidiaries (exclusive of the financial performance of the UK Metals Operations) and reflecting the UK Metals Operations. Borrowers agree that their independent certified public accounting firm acceptable accountants are authorized to Bank in its reasonable discretion (it being understood communicate with Agent and to release to Agent whatever financial information concerning the Obligors that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), Agent reasonably may request; provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as that, prior to going concern typical for venture backed companies similar contacting such independent certified public accountants, Agent shall attempt, in good faith, to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 obtain 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankfrom Borrowers.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in 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) within 30 days after the end of each month fiscal quarter during each of Borrower’s fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, (ii) a certificate signed by the chief financial officer, treasurer or similar other officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, (B) the representations and warranties of Borrower contained in this Agreement and the other casesLoan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any condition or event that constitutes a weekly basis;Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (iii) for each quarter, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Sections 7.13(b) and 7.19, and (b) as soon as available, but in any event within thirty (30) 120 days after the end of each monthof Borrower’s fiscal years, consolidated financial statements of Parent and Borrower for each such fiscal year in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Agent, which report shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (A) monthly accounts receivable agingssuch audited financial statements to include a balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, (C) monthly reconciliations of accounts receivable agings (aged by invoice datesuch accountants’ letter to management), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;, (c) as soon as available, but no later than thirty (30) in any event within 60 days after prior to the last day start of each month, a company prepared consolidated and consolidating balance sheet and income statement covering of Borrower’s consolidated fiscal years, copies of Borrower’s Projections, in form and consolidating operations detail (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for such month the forthcoming fiscal year, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);chief financial officer, treasurer or other similar officer of Borrower as being such officer’s good faith best estimate of the financial performance of Borrower during the period covered thereby, (d) within thirty (30) days promptly after the last day same is filed by Parent, a written statement delivered by Borrower’s Authorized Person to Agent confirming the filing of each month Parent’s federal income tax returns, and together any amendments thereto, filed with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, 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;Internal Revenue Service, (e) Within thirty (30) days after as soon as Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the last day of each monthcurative action that Borrower proposes to take with respect thereto, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank;and (f) as soon as availableupon the request of Agent, but no later than seven (7) days after approval by any other report reasonably requested relating to the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day condition of Borrower’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 . Borrower agrees that its independent certified public accounting firm acceptable accountants are authorized to Bank communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent reasonably may request, provided that Borrower consents to such request in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected writing, such consent not to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any unreasonably withheld 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankdelayed.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Lender: as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month during each of Parent's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, a certificate signed by the chief financial officer of Parent to the effect that: the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the following: lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, the representations and warranties of Borrowers and of each Subsidiary of Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (a) except to the extent that such representations and warranties relate solely to an earlier date), and there does not exist any condition or event that constitutes a Transaction Report Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and any schedules related what action Borrowers have taken, are taking, or propose to take with respect thereto), (i) and for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of Parent's fiscal years, financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (ii) in all other casessuch audited financial statements to include a balance sheet, on a weekly basis; (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 dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, (C) monthly reconciliations of accounts receivable agings (aged by invoice datesuch accountants' letter to management), transaction reports and general ledgera 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 7.20, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each monthof Parent's fiscal years, a 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 a form acceptable to Bank (copies of Borrowers' Projections, 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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably (including as to scope and underlying assumptions) of which are satisfactory to Bank; (f) as soon as availableLender, but no later than seven (7) days after approval by the Board of Directorsin its sole discretion, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal forthcoming 2 years, year by year, and (B) Board approved financial projections for the following forthcoming fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it month by month, certified by the chief financial officer of Parent as being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day such officer's good faith best estimate of Borrower’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 Bank in performance of Parent and its reasonable discretion (it being understood that Subsidiaries during the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31period covered thereby, 2012)if and when filed by any Borrower or any Subsidiary of any Borrower, provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other 10-Q quarterly reports, proxy statements Form 10-K annual reports, and Form 8-K current reports, any other materials filed filings made by any Borrower or any Subsidiary of any Borrower with the SEC, copies of Borrowers' federal income tax returns, and any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangeamendments thereto, 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 IRS, and any other information that is provided by Parent to its shareholders generally, if so deliveredand when filed by any Borrower or any Subsidiary of such Borrower and as requested by Lender, shall be deemed to have been delivered on the date on satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (i) within five any such Borrower or such Subsidiary conducts business or is required to pay any such excise tax, (5ii) days where Borrower's or such Subsidiary's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of deliverysuch Borrower or such Subsidiary, copies of all statementsor (iii) where such Borrower's or such Subsidiary's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against as soon as a Borrower or any Subsidiary of its Subsidiaries such Borrower has knowledge of any event or condition that could result in damages constitutes a Default or costs an Event of Default, notice thereof and a statement of the curative action that Borrowers or such Subsidiary propose to Borrower take with respect thereto, and upon the request of Lender, any other report reasonably requested relating to the financial condition of Borrowers or their Subsidiaries. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis and that no Borrower, or any Subsidiary of its Subsidiaries ofa Borrower, individually will have a fiscal year different from that of Parent. Borrowers agree that their independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrowers that Lender reasonably may request. Each Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Lender pursuant to or in the aggregateaccordance with this Agreement, Two Hundred Fifty Thousand Dollars ($250,000) and agree that Lender may contact directly any such accounting firm or more; and (k) other financial information reasonably requested by Bankservice bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (iy) weekly and at the time of each request for an Advance if a Streamline Period is not in effect or an Event of Default has occurred and is continuing and (z) within fifteen (15) days after the event that Borrower end of each month if a Streamline Period is Streamline Eligible in effect 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, on a weekly basis; (b) within thirty fifteen (3015) days after the end of each month, (A) monthly accounts receivable agingsagings (including, without limitation, accounts receivable agings for accounts receivable used in determining EXIM Loans), 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) Borrower’s Deferred Revenue report monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP) or such other inventory reports as are requested by Bank in its sole discretion, but reasonable discretiongood faith business judgment; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, month Borrower was in full compliance with all of the terms and conditions of this AgreementAgreement (subject to any existing Defaults or Events of Default, which Borrower shall describe in the Compliance Certificate), 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) after the occurrence of a Dominion Trigger Event, weekly, a Transaction Report (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 a Borrowing Base Certificate signed by a Responsible Officer; (ii) in all other cases, on a weekly basis; within fifteen (b) within thirty (3015) 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 reports, and general ledger, and (D) Borrower’s Deferred Revenue report monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP) or such other inventory reports as are requested by Bank in its sole discretiongood faith business judgment, but reasonable discretionand (E) a monthly Borrowing Base Certificate signed by a Responsible Officer; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within within thirty (30) days after prior to the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);preparation of such annual financial projections; and (gvi) As as soon as available, but no later than one hundred eighty (180) and in any event within 120 days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;Bank. (hb) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act shall provide Bank , within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (c) Borrower shall provide Bank prompt written notice of (i) within five any material change in the composition of the intellectual property, (5ii) days the registration of deliveryany copyright, copies including any subsequent ownership right of all statements, reports and notices made available to Borrower’s security holders Borrower in or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending copyright, patent or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or trademark not shown in the aggregateIP Security Agreement or previously disclosed to Bank, Two Hundred Fifty Thousand Dollars or ($250,000iii) or more; and (k) other financial information reasonably requested by BankBorrower’s knowledge of an event that materially adversely affects the value of the intellectual property.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in 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, on a weekly basis; (b) within thirty (30) days after the end of each monthfiscal month of Borrower, (i) an unaudited consolidated balance sheet, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, income statement and outstanding or held check registers, if any, (C) monthly reconciliations statement of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) cash flow covering Borrower’s Deferred Revenue report operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form satisfactory to Bank the figures for the corresponding periods in its sole discretionthe prior year; and, (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the month then ended; (b) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’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; and, (ii) a Compliance Certificate demonstrating in reasonable discretiondetail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the quarter then ended; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared fiscal year of Borrower and Horizon, (i) consolidated annual financial statements of Horizon and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations its Subsidiaries for such month fiscal year, audited by RSM US LLP or other independent certified public accountants reasonably acceptable to Agent and certified by a Responsible Officer such accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; (ii) consolidating financial statements of Horizon and its Subsidiaries for such fiscal year, prepared by Horizon based on its audited consolidated financial statements for such year, in a form acceptable to Bank (the “Monthly Financial Statements”);Agent in its Permitted Discretion; and (diii) 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, certifying that as of the end of such month, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s 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 checksperiod with the applicable financial and portfolio covenants contained therein; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven in any event within one hundred fifty (7150) days after approval by the Board end of Directorseach fiscal year of Horizon Management, (Ai) consolidated annual operating budgets (including income statements, balance sheets financial statements of Horizon Management and cash flow statements, by month) its Subsidiaries for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate audited by RSM US LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared in form accordance with GAAP, together with any accountants’ letter to management in connection therewith; and substance (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s calculation of the applicable financial and portfolio covenants contained therein; (e) if and when filed by Borrower or Horizon; (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower or Horizon with those provided to the SEC, and (iii) copies of Borrower’s venture capital investors or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (it being understood but only to the extent that Borrower or Horizon is treated other than as an entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (f) promptly notify Agent of the budgets following regarding each Note Receivable and projections set forth in this Section for Note Receivable Collateral which secures such Note Receivable: (i) the 2012 fiscal year are occurrence of any event which could reasonably be expected to be received not later than January 31materially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, 2012recordation 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 (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) As soon as availablepromptly, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days after an Authorized Person has knowledge of filingany event or condition that constitutes a Default or an Event of Default, copies of all periodic notice thereof and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all a statement of the functions of the SEC or curative action that Borrower proposes to take 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 respect thereto, on Borrower’s website on the Internet at Borrower’s website address;, (ih) promptly after the commencement thereof, but in any event within five (5) days after the service of deliveryprocess with respect thereto on Borrower, copies its Subsidiaries, Horizon or Horizon Management, notice of all statementsactions, reports and notices made available suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any Governmental Authority which, if determined adversely to Borrower’s security holders , such Subsidiary, Horizon or Horizon Management, could reasonably be expected to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofa Material Adverse Change, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (ki) upon the request of Agent, any other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, Horizon and Horizon Management, 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 its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) weekly, a Transaction Report (in form and any schedules related thereto)content acceptable to Bank, (i) in the event that unless Borrower is in a 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 Period; (ii) in all other cases, on a weekly basis; within fifteen (b) within thirty (3015) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report unless Borrower is in form satisfactory to Bank in its sole discretion, but reasonable discretiona Streamline Period; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fv) as soon as available, but no later than seven (7) and in any event within 180 days after approval by following the Board end of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following Borrower's fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;Bank. (hb) in In the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, Borrower shall provide Bank within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (c) Borrower shall provide Bank prompt written notice of (i) within five any material change in the composition of the intellectual property, or (5ii) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders knowledge of Subordinated Debt;an event that materially adversely affects the value of the intellectual property. (j) prompt report 6. Section 6.7 of any legal actions pending or threatened the Agreement shall be amended and restated in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.entirety as follows:

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related theretothereto and including any other information requested by Bank with respect to Borrower’s Accounts), with accounts receivable ledger agings and client list, (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty Friday of each week when a Streamline Period is not in effect and Advances are outstanding under the Revolving Line and (30ii) within seven (7) days after the end of each month and (ii) when a Streamline Period is in all other cases, on a weekly basiseffect or when no Advances are outstanding under the Revolving Line; (b) within thirty (30) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorscontemporaneously with any updates or amendments thereto, (Ai) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (Bii) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis), commensurate in form and substance each case as approved by the Board, together with those provided to Borrower’s venture capital investors any related business forecasts used in the preparation of such annual financial projections; (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)f) [Intentionally Omitted]; (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood at all times that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that either Borrower becomes is subject to the reporting requirements under the Exchange Act Act, 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 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 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; (ih) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; (j) prompt written notice of any changes to the beneficial ownership information set out in items 2d, 2e, 2f and 2g 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; and (k) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) in the event that Borrower is Streamline Eligible with each request for an Advance, and provided no Event of Default has occurred and is continuing, no later than (ii) within thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basismonth; (bi) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, date and (B) monthly accounts payable agings, aged by invoice date, and (ii) upon request by Bank, copies of outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 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, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementAgreement (except as specifically noted therein), and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthof Borrower’s fiscal years, and SaaS metrics contemporaneously with any updates or changes thereto, an annual operating budget and annual financial projection as to the then current fiscal year (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operationsprepared 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, in a form and substance of presentation reasonably satisfactory acceptable to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than any event within one hundred eighty (180) days after following the last day end of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that Bank. Notwithstanding the foregoing, Borrower shall provide Bank, on or before September 30, 2014, with Borrower’s audited consolidated financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borroweryears ended 2012 and 2013; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (ih) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in uninsured damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (kj) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingwith each request for an Advance, (ii) no later than thirty (30) days after the end Friday of each month week during any Non-Streamline Period, and (ii) in all other cases, on a weekly basis; (biii) within thirty (30) days after the end of each month when a Streamline Period is in effect; (b) within twenty (20) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, Deferred Revenue report, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and and, upon Bank’s request, consolidating balance sheet and income statement covering Borrower’s consolidated operations and consolidating 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 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty within forty-five (3045) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorspromptly upon any subsequent modification thereof, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gf) As as soon as available, but no later than and in any event within one hundred eighty fifty (180150) days after following the last day end of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (ih) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (j) 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 (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), Borrower will deliver to Bank: (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 with respect to the end of each month of the first three fiscal quarters of Borrower, as soon as available, but in any event no later than 5 days after the required due date for filing of Borrower's Form 10-Q with the Securities and Exchange Commission, such Form 10-Q report including all financial statements of Borrower filed therewith; and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after with respect to the end of each monthfiscal year of Borrower, (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) 5 days after the last day required due date for the filing of Borrower's Form 10-K with the Securities and Exchange Commission, such 10-K report including all financial statements of Borrower filed therewith. (b) Together with and at the time of the delivery of each set of financial statements by Borrower to Bank under clause (a) above, Borrower will deliver to Bank (i) a completed compliance certificate in the form of Exhibit C attached hereto. (c) Within 15 days of the end of each month, a 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 a form acceptable Borrower shall deliver to Bank (a statement regarding the “Monthly Financial Statements”); (d) within thirty (30) days after aggregate amount of cash of Borrower and a specific listing, on an account by account basis, of the last day maturity of each month all banking and investment accounts of Borrower that are at institutions other than the Bank together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as name and address of the end each of such monthinstitutions, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) listing in form and substance reasonably satisfactory to Bank; (f) containing such information as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 is acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected good faith business judgment, all certified to be received not later than January 31, 2012), provided, however, true and correct by a Responsible Officer of the Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;. (hd) in Borrower is to allow Bank to inspect the event that Borrower becomes subject Collateral during normal business hours and upon reasonable notice to the reporting requirements under the Exchange Act within five Borrower relating thereto. (5e) days Without limitation 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 foregoing provisions, Borrower shall provide to Bank its annual projections at the end of January of each year during the SEC or with any national securities exchangeterm hereof for such year, 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, which projections shall be deemed acceptable 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (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, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty in any event within 30 days (3045 days in the case of a month that is the end of a fiscal quarter) days after the last day end of each month, month during each Fiscal Year, (i) a company prepared consolidated balance sheet, income statement, and consolidating balance sheet statement of cash flow covering Parent's and income statement covering Borrower’s consolidated and consolidating its Subsidiaries' operations for during such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);period, (dii) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate certificate signed by a Responsible Officer, certifying that as the chief financial officer of Parent to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, (B) the representations and warranties 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 Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such other information certificate, as Bank shall reasonably requestthough made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), includingand (C) there does not exist any condition or event that constitutes a Default or Event of Default (or, without limitationto the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto), and (iii) for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a statement that Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such month there were no held checks;period with the applicable financial covenants contained in Section 7.20, and (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fb) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) any event within 90 days after the last day end of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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;each Fiscal Year, (i) within five consolidated financial statements of Parent and its Subsidiaries for each such Fiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (5) days including any "going concern" exception or qualification), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a consolidated balance sheet, income statement, and statement of deliverycash flow and, copies of all statementsif prepared, reports and notices made available such accountants' letter to Borrower’s security holders or to any holders of Subordinated Debt;management), (jii) prompt report a certificate of such accountants addressed to Agent and the Lenders stating that such accountants do not have knowledge of the existence of any legal actions pending Default or threatened in writing against Borrower or any Event of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.Default under Section 7.20,

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (i) in the event that Borrower is Streamline Eligible with each request for an Advance and provided no Event of Default has occurred and is continuing, no later than thirty (30ii) within forty-five (45) days after the end of each month and month, provided however, the reporting in (ii) shall not be required if there were no Advances outstanding during the applicable period through and including the date that the reporting would otherwise be required to be delivered; provided further, if such report is not being delivered for a quarter-end (in all other caseswhich case such report shall be prepared in accordance with GAAP), on a weekly basissuch report shall not be required to be prepared in accordance with GAAP; (b) within thirty forty-five (3045) days after the end of each month, (Ai) monthly accounts receivable agings, aged by invoice date, (Bii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Ciii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, and general ledger, and (D) Borrower’s Deferred Revenue report each in a form satisfactory acceptable to Bank (it being acknowledged that any form which complies with SEC regulations shall be deemed to be in its sole discretiona form acceptable to Bank), but reasonable discretionprovided however, the foregoing shall not be required if there were no Advances outstanding during the applicable period through and including the date that the reporting would otherwise be required to be delivered; provided further, if such report is not being delivered for a quarter-end (in which case such report shall be prepared in accordance with GAAP), such report shall not be required to be prepared in accordance with GAAP; (c) as soon as available, but no later than thirty within forty-five (3045) days after the last day of each monthfiscal quarter (provided, a 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 a form acceptable to Bank however, that Borrower shall have ninety (the “Monthly Financial Statements”); (d) within thirty (3090) days after the last day of each month and together with the Monthly Financial Statementsfinal quarter of Borrower’s fiscal year), a duly completed Compliance Certificate signed by a Responsible Officer, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven and in any event within forty-five (745) days after approval by the Board end of Directors, each fiscal quarter of Borrower (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for other than the following fiscal year and (B) Board approved financial projections for the following final quarter of Borrower’s fiscal year), commensurate in form company prepared consolidated balance sheet and substance with those provided to income statement covering Borrower’s venture capital investors consolidated operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank (it being understood acknowledged that the budgets and projections set forth in this Section for the 2012 fiscal year are expected any form which complies with SEC regulations shall be deemed to be received not later than January 31, 2012in a form acceptable to Bank); (ge) As as soon as available, but no later than one hundred eighty and in any event within ninety (18090) days after the last day final quarter of Borrower’s fiscal year, audited company prepared consolidated balance sheet and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent income statement covering Borrower’s consolidated operations for such quarter certified public accounting firm by a Responsible Officer and in a form acceptable to Bank in its reasonable discretion (it being understood acknowledged that the audited financial statements for the 2010 fiscal year are expected any form which complies with SEC regulations shall be deemed to be received not later than January 31, 2012in a form acceptable to Bank), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (hf) in within ninety (90) days after the event that Borrower becomes subject to end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, annual financial projections (on a quarterly basis) as approved by the reporting requirements under the Exchange Act Board; (g) 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 the case may be. Documents required to be delivered pursuant to the terms hereof of clauses (d), (e), (g) and (h) of this Section 6.2 (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 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; (ih) within five ten (510) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; and (kj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in 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) within 45 days after the end of each month during each of GCI's fiscal years, (i) a company prepared balance sheet, income statement, and statement of cash flow covering GCI's consolidated operations during such period, and (ii) a certificate signed by the chief financial officer of Administrative Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the consolidated financial condition of GCI in all material respects, (B) the representations and warranties of each Obligor contained in this Agreement and the other casesLoan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any condition or event that constitutes a weekly basis;Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto). (b) as soon as available, but in any event within thirty (30) 45 days after the end of each monthfiscal quarter during each of GCI's fiscal years, (i) a company prepared balance sheet, income statement, and statement of cash flow covering GCI's consolidated operations during such period, (ii) a company prepared segmented balance sheet and profit and loss statement for the operations of each of the American Music Division and MFI during such period, and for the consolidated operations of GCI and GCS during such period, (iii) a certificate signed by the chief financial officer of Administrative Borrower to the effect that: (A) monthly accounts receivable agings, aged by invoice date, the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the consolidated financial condition of GCI in all material respects, (B) monthly accounts payable agingsthe representations and warranties of GCI and the Obligors contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, aged by invoice as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, and outstanding or held check registers, if any, ), (C) monthly reconciliations there does not exist any condition or event that constitutes a Default or Event of accounts receivable agings Default (aged or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action the Obligors have taken, are taking, or propose to take with respect thereto), (iv) a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such quarter period with the financial covenants contained in Section 7.20, and (v) a detailed calculation of the Leverage Ratio, certified as correct by invoice date)the chief financial officer of Administrative Borrower, transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank sufficient detail as determined by Agent in its sole discretionPermitted Discretion, but reasonable discretion;to permit the redetermination of the applicable interest rate margins. (c) as soon as available, but no later than thirty (30) in any event within 105 days after the last day end of each monthof GCI's fiscal years, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations financial statements of GCI for each such month fiscal year, audited by independent certified by a Responsible Officer and in a form public accountants reasonably acceptable to Bank Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), and the “Monthly Financial Statements”); (d) delivery by GCI of its Form 10-K annual report to the Lender Group within thirty (30) 105 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, certifying that as of the end of such monthits fiscal year, Borrower was which report is otherwise 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 auditors' certification requirements of 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; clause (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012c); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 satisfy the date on which Borrower posts delivery requirement of this clause (c), (d) if filed by GCI, within 5 Business Days following such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address;filing, (i) within five (5) days of delivery10-Q quarterly reports, copies of all statementsForm 10-K annual reports, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;Form 8-K current reports, (jii) prompt report of any legal actions pending or threatened other filings made by GCI with the SEC, and (iii) any other material information that is provided by GCI to its shareholders generally, (e) if and when filed by any Borrower and as requested by Agent in writing against Borrower or any the exercise of its Subsidiaries that could Permitted Discretion, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) any Borrower conducts business or is required to pay any such excise tax, (ii) where any Borrower's failure to pay any such applicable excise tax would result in damages a Lien on the properties or costs assets of such Borrower, as applicable, or (iii) where any Borrower's failure to Borrower or pay any such applicable excise tax would constitute a Material Adverse Change, (f) not later than 45 days after the end of its Subsidiaries ofeach of GCI's fiscal quarters, individually or in a "Same Store Sales Analysis" comparing the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or moresales of each Borrower's retail locations for such fiscal quarter to the comparable period for each such retail location for the immediately preceding fiscal year; and (kg) upon the request of Agent, in the exercise of its Permitted Discretion, any other financial information report reasonably requested by Bankrelating to the financial condition of Borrowers. Each Borrower agrees to deliver financial statements prepared on a consolidated basis and that no Obligor will have a fiscal year different from that of GCI.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Agents: (a) as soon as available, but in any event within 30 days (or 45 days in the case of a Transaction Report month that is the end of one of HoldCo’s fiscal quarters) after the end of each month during each of HoldCo’s fiscal years, (i) for each fiscal month, a company prepared unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering HoldCo’s and its Subsidiaries’ operations during such monthly, quarterly (if applicable) and year to date period (together with, in the case of quarterly financial statements or in the case of monthly financial statements if such monthly financial statements reflect a material deviation from management’s expectations of performance, a management discussion and analysis in detail reasonably acceptable to Agents), in each case, with respect quarterly financial statements only, with a comparison to the Projections and a comparison to same periods for the prior year. (ii) a certificate signed by a Responsible Financial Officer of HoldCo to the effect that: A. the financial statements delivered hereunder fairly present in all material respects the financial condition of HoldCo and its Subsidiaries and have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments), B. the representations and warranties of Borrower Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and C. there does not exist any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower Parties have taken, are taking, or propose to take with respect thereto), and (iiii) for each fiscal quarter, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.17 and the other Sections referred to on the form of Compliance Certificate. (b) for fiscal year 2004 and each subsequent fiscal year, as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of HoldCo’s fiscal years, (i) financial statements of HoldCo and its Subsidiaries on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agents and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared and distribution to Lenders is not prohibited by such accountants, such accountants’ letter to management), with a comparison to the prior year and the Projections, together with unaudited consolidating financial statements of HoldCo and its Subsidiaries for such fiscal year, and (ii) if Borrower Parties are able to obtain such a certificate from their accountants, a certificate of such accountants addressed to Agents and the Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.17 and, in all other casesany event, on a weekly basis; (b) within thirty (30) days after Compliance Certificate demonstrating, in reasonable detail, compliance at the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, such period with the applicable financial covenants contained in Section 7.17 and outstanding or held check registers, if any, (C) monthly reconciliations the other Sections referred to on the form of accounts receivable agings (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;Compliance Certificate. (c) as soon as available, but no later than thirty (30) in any event within 60 days after of the last day start of each monthof HoldCo’s fiscal years, (i) copies of HoldCo’s Projections, a company prepared consolidated in form and consolidating balance sheet substance (including as to scope and income statement covering Borrower’s consolidated and consolidating operations underlying assumptions) satisfactory to Agents, in their sole discretion, for such month fiscal year and the forthcoming fiscal year on a quarter by quarter basis, certified by a Responsible Financial Officer of HoldCo as being such officer’s good faith estimate prepared on the basis of reasonable assumptions, of the financial performance of HoldCo and in a form acceptable to Bank (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) if filed by any Borrower, within thirty five (305) days after the last day Business Days of each month such filing, (i) Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by HoldCo or any of its Subsidiaries with the Monthly Financial StatementsSEC, a duly completed Compliance Certificate signed by a Responsible Officerand (iii) upon the request of any Agent, certifying that as copies of the end of such monthBorrower Parties’ or, Borrower was in full compliance with all of the terms and conditions of this Agreementupon reasonable request, any Subsidiaries’ federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed 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;Internal Revenue Service or foreign Governmental Entity, (e) Within thirty (30) days after the last day of each monthif and when provided, deliver to Bank monthly recurring revenue roll forward any reports, including new monthly revenues added proxy statements, financial statements and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory other written information that is provided by HoldCo or its Subsidiaries to Bank;their shareholders generally or to the Indenture Trustee or the holders of the Secured Notes, (f) as soon requested by any Agent with respect to any Borrower Party and as availablereasonably requested by any Agent with respect to any Subsidiary of a Borrower Party that is not a Borrower Party, but no later than seven satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which any Borrower Party or its Subsidiaries conducts business or is required to pay any such excise tax, where (7i) days after approval by any Borrower Party’s or its Subsidiaries’ failure to pay any such applicable excise tax would result in a Lien on the Board properties or assets of Directorssuch Borrower Party or such Subsidiaries, or (Aii) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided any Borrower Party’s or its Subsidiaries’ failure to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are pay any such applicable excise tax reasonably could be expected to be received not later than January 31, 2012);result in a Material Adverse Change, (g) As as soon as availablea Borrower Party has knowledge of any event or condition that constitutes (i) a Default or an Event of Default or (ii) a financial covenant default under any Non-Recourse Project Debt, notice thereof and a statement of the curative action that Borrower Parties propose to take with respect thereto, (h) promptly after the commencement thereof, but no later than one hundred eighty in any event within ten (18010) days after the last day service of Borrower’s fiscal yearprocess with respect thereto on any Borrower Party or any Subsidiary of a Borrower Party, 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies notice of all periodic and other reportsactions, 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 exchangesuits, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any proceedings brought by or against 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower Party or any of its Subsidiaries before any Governmental Authority, including any Environmental Action, which, if adversely determined, could reasonably be expected to result in a Material Adverse Change, (i) promptly upon the occurrence thereof, any change in the business, operations or condition (financial or otherwise) of any Borrower Party or any Subsidiary of a Borrower Party or the occurrence of any event that could reasonably be expected to result in damages or costs a Material Adverse Change or, in the case of any customer contract, any event that could reasonably be likely to result in liability to any Borrower Party or any Subsidiary of its Subsidiaries of, individually any Borrower Party or a loss in anticipated profits of any Borrower Party or any Subsidiary of any Borrower Party in excess of $5,000,000 in the aggregateaggregate with respect to such contract, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (kj) upon the request of any Agent, any other report reasonably requested relating to the financial condition of Borrower Parties or their Subsidiaries. Borrower Parties agree that no Borrower Party, or any Subsidiary of a Borrower Party, will have a fiscal year different from that of HoldCo, except that so long as HoldCo and its Domestic Subsidiaries have a year end as of the last Friday of each calendar year, HoldCo’s Foreign Subsidiaries may have a year end of December 31. Borrower Parties agree to cooperate with Agents to allow Agents to consult with their independent certified public accountants if any Agent reasonably requests the right to do so and that, in such connection, their independent certified public accountants are authorized to communicate with Agents and to release to Agents whatever financial information concerning Borrower Parties or their Subsidiaries that any Agent reasonably requested by Bankmay request.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month during each of Borrower’s fiscal years, (i) a company prepared consolidated balance sheet, income statement (including an income statement on a Station-by-Station basis), and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, and a reasonably-detailed narrative on the performance of Borrower and its Subsidiaries relative to the budget then in effect and delivered by Borrower to Agent, (ii) a certificate signed by the chief financial officer of Borrower to the effect that: the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects (or, to the extent of any schedules related representation and warranty being untrue or incorrect, describing such lack of truth or correctness as to which he or she may have knowledge and what action Borrower has taken, is taking or proposes to take with respect thereto) on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance with this Agreement or any other Loan Document, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (iiii) for each month that is the date on which a financial covenant in Section 7.22 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance or, if applicable, non-compliance at the end of such period with the applicable financial covenants contained in Section 7.22 together with the calculation of the Leverage Ratio for the purposes of computing the Base Rate Margin and the LIBOR Rate Margin, and (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of Borrower’s fiscal years, (i) financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent (KPMG LLP being acceptable to Agent as of the date hereof) and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include, if prepared, such accountants’ letter to management), and (ii) in all other casesan internally prepared balance sheet, income statement, and statement of cash flow on a weekly basis; (b) within thirty (30) days after per Station basis as well as on the end basis of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, the overall Station group of Borrower 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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;Subsidiaries, (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Borrower’s fiscal years, (i) copies of Borrower’s Projections, in form, scope, and underlying assumptions satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, a 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 the chief financial officer of Borrower and in a form acceptable to Bank (as being such officer’s good faith best estimate of the “Monthly Financial Statements”);financial performance of Borrower and its Subsidiaries during the period covered thereby, (d) within thirty if and when filed by Borrower, (30i) days after the last day of each month Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by Borrower with the Monthly Financial StatementsSEC, (iii) if requested, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrower’s federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenants set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Borrower’s ultimate parent to its shareholders generally, (e) Within thirty if and when filed by Borrower and as requested by Agent, satisfactory evidence of payment of applicable excise taxes (30) days after other than those that are the last day subject of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operationsa Permitted Protest) in form and substance each jurisdiction in which (i) any Obligor conducts business or is required to pay any such excise tax, (ii) where any Obligor’s failure to pay any such applicable excise tax would result in a Lien on the properties or assets of any Obligor, or (iii) where any Obligor’s failure to pay any such applicable excise tax reasonably satisfactory could be expected to Bank;result in a Material Adverse Change, (f) as soon as availableBorrower has knowledge of any event or condition that constitutes a Default or an Event of Default, but no later than seven (7) days after approval by notice thereof and a statement of the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance curative action that Borrower proposes to take with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);respect thereto, (g) As as soon as available, but no later than one hundred eighty (180) in any event within 120 days after the last day end of each of Borrower’s fiscal yearyears, audited consolidated a certificate of such accountants addressed to Agent and consolidating financial statements prepared the Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default under GAAPSection 7.22, 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 (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;and (h) in upon the event that Borrower becomes subject request of Agent, any other report reasonably requested relating to the reporting requirements under financial condition of Borrower and its Subsidiaries. The financial statements described above shall be prepared on both a consolidated and consolidating (per Station and related License Company) basis and agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees that its independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrower Agent reasonably may request. Borrower waives the Exchange Act within five (5) days of filingright to assert a confidential relationship, copies of all periodic and other reportsif any, 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 it may have with any national securities exchange, accounting firm or distributed to its shareholders, as the case may be. Documents required to be delivered service bureau in connection with any information requested by Agent pursuant to the terms hereof (to the extent or in accordance with this Agreement, and agrees that Agent may contact directly any such documents are included accounting firm or service bureau in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed order to have been delivered on the date on which Borrower posts obtain such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankinformation.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) (i) a Transaction Borrowing Base Report (and any schedules related theretothereto and including any other information requested by Bank with respect to Borrower’s Accounts), (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, on a weekly basis; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (Biii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (Civ) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports and general ledger, in each case (A) no later than Friday of each week when a Streamline Period is not in effect and (DB) Borrower’s Deferred Revenue report within thirty (30) days after the end of each month when a Streamline Period is in form satisfactory to Bank in its sole discretion, but reasonable discretioneffect; (cb) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”); (dc) 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ed) Within thirty annually, on the earlier to occur of (30i) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after Business Days following approval by the Board and (ii) March 31st of Directorseach year, and contemporaneously with any updates or amendments thereto, (A) an annual consolidated operating budgets budget for Canadian Borrower (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year ), and (B) Board approved annual consolidated financial projections for Canadian Borrower (on a quarterly basis) as approved by the following fiscal yearBoard, commensurate together with any related business forecasts used in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (ge) As as soon as available, but no later than and in any event within one hundred eighty twenty (180120) days after following the last day end of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 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; (ig) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jh) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,00050,000.00) or more; (i) 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 be expected to materially and adversely affect the value of the Intellectual Property; and (kj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of one of the first 3 fiscal quarters in a fiscal year and 90 days in the case of a month that is the end of a fiscal year) after the end of each month during each of Borrower's fiscal years, (i) a company prepared consolidated balance sheet, income statement, and a calendar quarter end statement of cash flow covering Borrower's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Borrower to the effect that, to the best of his or her knowledge or belief: (x) the representations and warranties of Borrower contained in Section 5 of this Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); and (y) there does not exist any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (iiii) for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20; (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of Borrower's fiscal years, (i) 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, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' management letter regarding internal accounting controls to the audit committee of Borrower's board of directors), and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the end existence of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding any Default or held check registers, if any, (C) monthly reconciliations Event of accounts receivable agings (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 discretionDefault under Section 7.20; (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each monthof Borrower's fiscal years, copies of Borrower's Projections, substantially similar in form to the form of the Original Closing Date Business Plan and satisfactory in substance to Lender, in its Permitted Discretion, for the forthcoming fiscal year, on a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month quarterly basis, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)chief financial officer of Borrower as being Borrower's good faith best estimate of the financial performance of Borrower during the period covered thereby; (d) within thirty if and when filed by Borrower, (30i) days after the last day of each month Form 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrower's federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenants set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checksis provided by Borrower to its shareholders generally; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) in any event within 45 days after approval the end of each fiscal quarter during each of Borrower's fiscal years, a certificate signed by the Board chief financial officer of DirectorsBorrower to the effect that, to the best of his or her knowledge, the quarterly financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries; (f) if and when filed by Borrower and as requested by Lender, satisfactory evidence of payment of all applicable excise taxes (to the extent such taxes exceed $500,000 in the aggregate) in each jurisdiction in which (i) Borrower is required to pay any such excise tax, (Aii) annual operating budgets where Borrower's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of Borrower, or (including income statements, balance sheets and cash flow statements, by monthiii) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided where Borrower's failure to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are pay any such applicable excise tax reasonably could be expected to be received not later than January 31, 2012)result in a Material Adverse Change; (g) As as soon as availableBorrower has knowledge of any event or condition that constitutes a Default or an Event of Default, but no later than one hundred eighty (180) days after notice thereof and a statement of the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together curative action that Borrower proposes to take with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;respect thereto; and (h) upon the request of Lender, in the event that Borrower becomes subject its Permitted Discretion, any other report relating to the reporting requirements under financial condition of Borrower. In addition to the Exchange Act within five financial statements referred to above, Borrower agrees to deliver financial statements prepared on both a consolidated (5including, without limitation, a calendar quarter end statement of cash flows) days and consolidating (excluding statement of filingcash flows) basis and agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees that its independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrower Lender reasonably may request. Borrower waives the right to assert a confidential relationship, copies of all periodic if any, it may have with any accounting firm or service bureau in connection with any reasonable information requested by Lender pursuant to or in accordance with this Agreement, and other reports, proxy agrees that Lender may contact directly any such accounting firm or service bureau in order to obtain such information. Borrower agrees that the financial statements and other materials filed referred to in this Section will be prepared in a manner consistent with the financial statements prepared by Borrower with the SEC, any Governmental Authority succeeding and delivered 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 Lender prior 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by BankClosing Date.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) (A) On the 15th day (or the immediately succeeding Business Day if the 15th day is not a Business Day) and on the last Business Day of each month, and (B) upon each request for a Credit Extension, a Transaction Report (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 Report; (ii) in all other caseswithin fifteen (15) days, on or the next succeeding Business Day if the 15th day is not a weekly basis; (b) within thirty (30) days Business Day, after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, Deferred Revenue/xxxxxxxx in excess of cost report and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared monthly unaudited 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 a form acceptable to Bank (the “Monthly Financial Statements”)financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board Borrower’s board of Directorsdirectors (or sooner if reasonably requested by Bank) and as amended and approved by Borrower’s board of directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gvi) As as soon as available, but no later than and in any event within one hundred eighty twenty (180120) days after following the last day end of Borrower’s fiscal year, audited annual consolidated and consolidating financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank Bank; this requirement will be waived if such audited annual consolidated financial are delivered in its reasonable discretion connection with clause (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowerb) below; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually individually, Fifty Thousand Dollars ($50,000) or more, or in the aggregate, aggregate Two Hundred Fifty Thousand Dollars ($250,000); Notwithstanding the foregoing, during a Streamline Period, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with the reports and schedules required pursuant to clause (a)(i)(A) or more; andabove monthly, within fifteen (15) days after the end of each month. (kb) other financial information reasonably requested by Within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) 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 to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Borrowing Base Report (and any schedules related thereto), thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (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 Friday of each month week when (y) a Streamline Period is not in effect and (z) any Advances remain outstanding or (ii) with each request for an Advance when a Streamline Period is not in all other cases, on a weekly basiseffect; (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) Deferred Revenue report, (D) customer deposit schedule and (E) detailed debtor listing; (c) within thirty (30) days after the end of each month when a Streamline Period is not in effect, monthly reconciliations of accounts receivable detail ledger agings (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; (cd) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (de) 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, 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 (if applicable) and such other information as Bank shall may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ef) Within thirty within sixty (3060) days after the last day each fiscal year of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthBorrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorscontemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following then-current fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis), commensurate in form and substance each case as approved by the Board, together with those provided to Borrower’s venture capital investors (it being understood that any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 internet at Borrower’s website address; (ih) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000200,000.00) or more; and (kj) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank with the following: Deliver to Foothill: (a) a Transaction Report (and as soon as available, but in 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) within 30 days after the end of each month and (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after the end during each 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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each monthBorrowers' fiscal years, a company prepared consolidated and consolidating balance sheet and sheet, income statement covering Borrower’s consolidated and consolidating 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, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreementstatement, and setting forth calculations showing compliance statement of cash flow covering Borrowers' operations during such period, provided, however, that the first month with respect to which Borrowers shall provide such statement of cash flow shall be for Borrowers' operations during the financial covenants set forth in this Agreement and such other information as Bank shall reasonably requestmonth of July, including, without limitation, a statement that at the end of such month there were no held checks; 2000; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fb) as soon as available, but no later than seven in any event within (7forty-five) (45) days after approval by the Board of Directorseach June 30, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by Each month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 provided pursuant to Bank in its reasonable discretion Section 6.3(a) and (it being understood that b), Borrowers shall deliver to Foothill a certificate signed by the audited chief financial officer of Parent to the effect that: (i) all financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any delivered 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 caused to be delivered pursuant to Foothill hereunder have been prepared in accordance with GAAP (except, in the terms hereof case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrowers, (ii) the representations and warranties of Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent any that such documents are included in materials otherwise filed with the SECrepresentations and warranties relate solely to an earlier date), (iii) may be delivered electronically and if so delivered, shall be deemed to have been delivered on for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (iv) for each month in which any Borrower posts proposes to make any Intercompany Loans, a Solvency Certificate certifying that each of such documentsBorrower and the Borrower or Guarantor to whom such Borrower proposes to make such Intercompany Loan is Solvent (except as otherwise expressly permitted pursuant to Section 7.13) as of the end of the immediately preceding month; and (v) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or provides a link (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto). Borrowers shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrowers that Foothill may request. Borrowers hereby irrevocably authorize and direct all auditors, on Borrower’s website on the Internet accountants, or other third parties to deliver to Foothill, at Borrower’s website address; (i) within five (5) days of deliveryBorrowers' expense, copies of all Borrowers' financial statements, reports papers related thereto, and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report other accounting records of any legal actions pending or threatened nature in writing against Borrower or its possession, and to disclose to Foothill any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other information they may have regarding Borrowers' business affairs and financial information reasonably requested by Bankconditions.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report Borrower shall deliver to Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and any schedules related thereto)such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) As soon as available, and in any event no later than the earlier of (i) the date Borrower is required by the SEC to deliver its Form 10-K for any fiscal year of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) one hundred twenty (120) days after the end of each fiscal year of Borrower, Borrower shall deliver to Bank audited consolidated and consolidating financial statements of Borrower and its Subsidiaries (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an opinion on such financial statements that is unqualified or qualified in a manner acceptable to Bank from WithumSmith+Xxxxx, PC, Xxxxx & Xxxxx, or another independent certified public accounting firm reasonably acceptable to Bank; provided that filing with the SEC within the time period specified above of Borrower’s annual report on Form 10-K for such fiscal year (together with Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(i). (ii) As soon as available, and in any event that no later than the earlier of (i) the date Borrower is Streamline Eligible required by the SEC to deliver its Form 10-Q for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the end of each fiscal quarter of Borrower, Borrower shall deliver to Bank an unaudited consolidated and consolidating balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the consolidated operations of Borrower and its Subsidiaries during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; provided no Event that filing with the SEC within the time period specified above of Default has occurred Borrower’s quarterly report on Form 10-Q prepared in compliance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(ii). (iii) Promptly after the same become publicly available, Borrower shall deliver to Bank copies of all registration statements and is continuingreports on Form 10-K, 10-Q and 8-K (or their equivalents) filed with the SEC; provided that filing with the SEC within the time period specified above (if applicable) of any of Borrower’s registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents) prepared in accordance with the requirements therefor shall be deemed to satisfy the requirements of this Section 6.4(a)(iii). (iv) As soon as available, and in any event no later than thirty (30) days following the Closing Date, Borrower shall deliver to Bank an unaudited balance sheet and a statement of income and retained earnings prepared in accordance with GAAP, consistently applied, covering the operations of SenDEC Corp. for the period commencing January 1, 2011 and ending January 21, 2011, in a form reasonably acceptable to Bank and certified by a Responsible Officer. (v) Promptly upon receipt of notice thereof, Borrower shall deliver to Bank 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 Five Hundred Thousand Dollars ($500,000.00) or more. (vi) Promptly, and in any event within five (5) Business Days after receipt thereof by Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any Subsidiary thereof. (vii) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. (viii) Within forty-five (45) days after the end last day of each month fiscal quarter, Borrower shall deliver to 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 outstanding applications or registrations (ii) if such status has changed), as well as any material claim of infringement against Borrower’s Intellectual Property or any change in all other casesBorrower’s Intellectual Property that would reasonably be expected to have a Material Adverse Effect, on a weekly basis;including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright application or registration not specified in the Exhibits to the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (b) As soon as available, but in any event within thirty (30) days after the end of each calendar month, (A) monthly accounts receivable agingsBorrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations listings of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue an inventory report in a form satisfactory reasonably acceptable to Bank in its sole discretion, but reasonable discretion;Bank. (c) as As soon as available, but and in any event no later than thirty the earlier of (30i) ten (10) days following Borrower’s delivery of its Form 10-Q to the SEC for any fiscal quarter of Borrower (taking into account any extension of the time to file granted by the SEC) and (ii) forty-five (45) days after the last day end of each monthfiscal quarter of Borrower, a 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 a form acceptable Borrower shall deliver 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, certifying that as Officer in substantially the form of Exhibit E hereto. (d) No later than forty-five (45) days after the end beginning of such montheach fiscal year of Borrower, Borrower was in full compliance with all of the terms and conditions of this Agreementshall deliver to Bank a detailed annual Budget, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and Borrower shall notify Bank of each material change to or deviation from such other information as Bank shall reasonably request, including, without limitation, a statement that at the end Budget within ten (10) Business Days after Borrower’s board of directors has approved such month there were no held checks;change or deviation. (e) Within thirty Subject to any restrictions imposed by the DSS or any other Governmental Authority, Borrower shall permit Bank directly and through another Person on Bank’s behalf and Bank shall have a right from time to time hereafter, directly and through another Person on Bank’s behalf, to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense; provided, however, that, so long as no Event of Default has occurred and is continuing, Bank shall be entitled to conduct only one (301) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics such audit or appraisal during any twelve (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank;12)-month period. (f) Borrower shall provide such additional statements and information as soon as availableBank may from time to time reasonably request, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the following------------------------------------------- copies to each Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month during each of Parent's fiscal years, (i) a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, B. the representations and warranties of Parent and Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and C. there does not exist any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Parent, SK or Borrowers have taken, are taking, or propose to take with respect thereto), and (iiii) for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate ------------ demonstrating, in -73- reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and ------------ (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a consolidated balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), and accompanied by a consolidating balance sheet of Parent and its Subsidiaries prepared by Parent, (ii) in all other casesa certificate of such accountants addressed to Agent and the Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default under Section 7.20, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;------------ (c) as soon as available, but no later than thirty (30) in any event within 60 days after the last day start of each of Parent's fiscal years, (i) copies of Parent's Projections, in form (including as to scope and underlying assumptions) reasonably satisfactory to Agent, in its Permitted Discretion, for the forthcoming 2 years, year by year, and for the forthcoming fiscal year, month by month, a 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 the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and in a form acceptable to Bank (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty (30) days after the last day of each month if and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials when filed by Borrower with the SECParent, 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; (i) within five (5) days of delivery10-Q quarterly reports, copies of all statementsForm 10-K annual reports, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.Form 8-K current reports,

Financial Statements, Reports, Certificates. Provide Bank with Deliver to Agent and each Lender (but without duplication of any identical reports delivered to Xxxxx Fargo Foothill, as lender under the following:Revolving Loan Agreement): (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of one of the first 3 fiscal quarters in a fiscal year or 90 days in the case of a month that is the end of the fiscal year) after the end of each month during each of Parent's fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, (B) the representations and warranties of Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto), and (iii) for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (b) as soon as available, but in any event within 90 days after the end of each of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) a certificate of such accountants addressed to Agent and the event Lender stating that Borrower is Streamline Eligible and provided no such accountants do not have knowledge of the existence of any Default or Event of Default has occurred and is continuingunder Section 7.20, (c) as soon as available, but in any event no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis;of Parent's fiscal years, (bi) within thirty (30) days after the end copies of each monthBorrowers' Projections, (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) Borrower’s Deferred Revenue report in form and substance (including as to scope and underlying assumptions) satisfactory to Bank Agent, in its sole discretion, but reasonable discretion; (c) as soon as availablefor the forthcoming fiscal year, but no later than thirty (30) days after the last day of each month by month, a 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 the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and in a form acceptable to Bank (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty if and when filed by any Borrower, (30i) days after any filings or monthly reports submitted by any Borrower to the last day Louisiana Regulatory Authorities or any other Gaming Authority other than such filings or monthly reports submitted in the ordinary course of each month and together business, (ii) any filings made by any Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrowers' federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenants set forth in this Agreement and such Internal Revenue Service, and (iv) any other information that is provided by Parent to its shareholders in their capacities as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;shareholders generally, (e) Within thirty if and when filed by any Borrower and as requested by Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (30i) days after any Borrower conducts business or is required to pay any such excise tax, (ii) where any Borrower's failure to pay any such applicable excise tax would result in a Lien on the last day properties or assets of each monthany Borrower, deliver or (iii) where any Borrower's failure to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) pay any such applicable excise tax reasonably could be expected to result in form and substance reasonably satisfactory to Bank;a Material Adverse Change, (f) as soon as availablea Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, but no later than seven (7) days after approval by notice thereof and a statement of the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance curative action that Borrowers propose to take with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);respect thereto, (g) As as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood any Borrower has knowledge that the audited financial statements for construction of the 2010 fiscal year are expected to Racino Project cannot be received completed by Contractor, or has knowledge that such Borrower cannot later than January 31meet its obligations under any construction documents (including, 2012without limitation, the Fixed Price Contract), provided, however, Borrower’s unqualified opinion on financial statements may contain notice thereof and a qualification as statement of the curative action that Borrowers propose to going concern typical for venture backed companies similar to Borrower;take with respect thereto, (h) in as soon as any Borrower has knowledge thereof, notice of any proposed legislation or administrative action specifically affecting any Borrower's gaming activities or the event that Borrower becomes subject Racino Project submitted to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, floor for business before any Governmental Authority succeeding to in the state of Louisiana (including the state legislature or any or all of the functions of the SEC or with any national securities exchangecommittee thereof), 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;and (i) within five (5) days upon the request of deliveryAgent, copies any other report reasonably requested relating to the financial condition of all statementsBorrowers. In addition to the financial statements referred to above, reports Borrowers agree to deliver financial statements prepared on both a consolidated and notices made available to consolidating basis and agree that no Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower , or any Subsidiary of its Subsidiaries a Borrower, will have a fiscal year different from that could result of Parent. Borrowers agree that their independent certified public accountants are authorized to communicate with Agent and to release to Agent whatever financial information concerning Borrowers that Agent reasonably may request. Each Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in damages or costs connection with any information requested by Agent pursuant to Borrower or any of its Subsidiaries of, individually or in the aggregateaccordance with this Agreement, Two Hundred Fifty Thousand Dollars ($250,000) and agree that Agent may contact directly any such accounting firm or more; and (k) other financial information reasonably requested by Bankservice bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of one of the fiscal quarters in a fiscal year) after the end of each month during each of Parent's fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, (B) the representations and warranties of Companies contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) that such Person is unaware of any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Companies have taken, are taking, or propose to take with respect thereto), and (iiii) for each month that is the date on which a financial covenant in Section 7.21 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.21, and (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications as to the scope of the audit or as to going concern, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) in all other cases, on a weekly basis; certificate of such accountants addressed to Parent (bwith a copy to be delivered to Agent and the Lenders) within thirty (30) days after stating that such accountants do not have knowledge of the end existence of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding any Default or held check registers, if any, (C) monthly reconciliations Event of accounts receivable agings (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;Default under Section 7.21, (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Parent's fiscal years, (i) copies of Companies' Projections, in form satisfactory to Agent, in its sole discretion, for the forthcoming three years, year by year, and for the forthcoming fiscal year, month by month, a company prepared consolidated which Projections shall reflect management's good faith and consolidating balance sheet reasonable estimates of future financial performance of Parent and income statement covering Borrower’s consolidated its Subsidiaries for the period or periods set forth therein and consolidating operations for such month certified by a Responsible Officer will be based upon estimates and assumptions stated therein, all of which Parent shall believe to be reasonable and fair in a form acceptable light of conditions and facts known to Bank (management of 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, certifying that Parent as of the end date 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors preparation thereof (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year such Projections as they relate to future events are expected not to be received not later than January 31viewed as representations or warranties that such events will occur, 2012and that actual results may differ from projected results);, (gd) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated if 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials when 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;Company, (i) within five 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (5ii) days of delivery, any other material filings made by any Company with the SEC, (iii) copies of all statementsCompanies' federal income tax returns, reports if any, and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofamendments thereto, individually or in filed with the aggregateInternal Revenue Service, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (kiv) any other financial material information reasonably that is provided by Parent to its shareholders generally, (e) if and when filed by any Company and as requested by Bank.Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) any Company conducts business or is required to pay any such excise tax, (ii) where any Company's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of any Company, or

Financial Statements, Reports, Certificates. Provide Bank with the following:Deliver to Lender: ------------------------------------------- (a) a Transaction Report (and as soon as available, but in 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) within 45 days after the end of each month fiscal quarter during each of Parent's fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, (B) the representations and warranties of Parent and its Subsidiaries contained in this Agreement and the other casesLoan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any condition or event that constitutes a weekly basis;Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Parent or Borrower has taken, is taking, or proposes to take with respect thereto), and (iii) for each quarter that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, ------------ reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and ------------ (b) as soon as available, but in any event within thirty (30) 90 days after the end of each monthof Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (A) monthly accounts receivable agingssuch audited financial statements to include a balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, such accountants' letter to management), (Cii) monthly reconciliations a certificate of accounts receivable agings (aged by invoice date)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 7.20, transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;------------ (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”);of Parent's fiscal years, (di) within thirty (30) days after the last day copies of each month and together with the Monthly Financial StatementsParent's Projections, a duly completed Compliance Certificate signed by a Responsible Officer, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably (including as to scope and underlying assumptions) satisfactory to Bank;Lender, in its sole discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, quarter by quarter, certified by the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby, (fd) as soon as available, but no later than seven (7) in any event within 30 days after approval by the Board end of Directorseach of the first and second months of any fiscal quarter of Parent, such Parent prepared financial statements covering Parent's and its Subsidiaries' operations as Lender and Parent shall agree (A) annual operating budgets (including income statementssuch agreement to be a condition precedent to Lender's obligation to make any Further Advances), balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance of such financial statements shall be satisfactory to Lender, (e) if and when filed by Parent, (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Parent with those the SEC, (iii) copies of Parent's federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Parent to Borrower’s venture capital investors its shareholders generally, (it being understood that f) if and when filed by Parent or one of its Subsidiaries and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (i) Parent or one of its Subsidiaries conducts business or is required to pay any such excise tax, (ii) where the budgets failure by Parent and projections set forth its Subsidiaries to pay any such applicable excise tax would result in this Section for a Lien on the 2012 fiscal year are properties or assets of Parent or one of its Subsidiaries, or (iii) the failure by Parent and its Subsidiaries to pay any such applicable excise tax reasonably could be expected to be received not later than January 31, 2012);result in a Material Adverse Change, (g) As as soon as availableParent or Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, but no later than one hundred eighty (180) days after notice thereof and a statement of the last day of Borrower’s fiscal yearcurative action that Parent or Borrower proposes to take with respect thereto, 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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;and (h) in upon the event that Borrower becomes subject request of Lender, any other report reasonably requested relating to the reporting requirements under financial condition of Parent and its Subsidiaries. In addition to the Exchange Act within five (5) days financial statements referred to above, Parent agrees to deliver financial statements prepared on both a consolidated and consolidating basis and that no Subsidiary of filingParent will have a fiscal year different from that of Parent. Parent agrees that its independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Parent that Lender reasonably may request. Solely with respect to Lender and any information that Lender may request, copies of all periodic and other reportsParent waives the right to assert a confidential relationship, proxy statements and other materials filed by Borrower with the SECif any, any Governmental Authority succeeding to any or all of the functions of the SEC or it may have with any national securities exchange, accounting firm or distributed to its shareholders, as the case may be. Documents required to be delivered service bureau in connection with any information requested by Lender pursuant to the terms hereof (to the extent or in accordance with this Agreement, and agrees that Lender may contact directly any such documents are included accounting firm or service bureau in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed order to have been delivered on the date on which Borrower posts obtain such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankinformation.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in 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, on a weekly basis; (b) within thirty (30) days after the end of each monthfiscal month of Borrower, (i) an unaudited consolidated balance sheet, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, income statement and outstanding or held check registers, if any, (C) monthly reconciliations statement of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) cash flow covering Borrower’s Deferred Revenue report operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form satisfactory to Bank the figures for the corresponding periods in its sole discretionthe prior year; and, (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the month then ended; (b) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’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; and, (ii) a Compliance Certificate demonstrating in reasonable discretiondetail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the quarter then ended; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared fiscal year of Borrower and Horizon, (i) consolidated annual financial statements of Horizon and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations its Subsidiaries for such month fiscal year, audited by McGladrey LLP or other independent certified public accountants reasonably acceptable to Agent and certified by a Responsible Officer such accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; (ii) consolidating financial statements of Horizon and its Subsidiaries for such fiscal year, prepared by Horizon based on its audited consolidated financial statements for such year, in a form acceptable to Bank (the “Monthly Financial Statements”);Agent in its Permitted Discretion; and (diii) 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, certifying that as of the end of such month, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s 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 checksperiod with the applicable financial and portfolio covenants contained therein; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven in any event within one hundred fifty (7150) days after approval by the Board end of Directorseach fiscal year of Horizon Management, (Ai) consolidated annual operating budgets (including income statements, balance sheets financial statements of Horizon Management and cash flow statements, by month) its Subsidiaries for the following fiscal year and (B) Board approved financial projections for the following such fiscal year, commensurate audited by RSM US LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared in form accordance with GAAP, together with any accountants’ letter to management in connection therewith; and substance (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s calculation of the applicable financial and portfolio covenants contained therein; (e) if and when filed by Borrower or Horizon; (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower or Horizon with those provided to the SEC, and (iii) copies of Borrower’s venture capital investors or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (it being understood but only to the extent that Borrower or Horizon is treated other than as an entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (f) promptly notify Agent of the budgets following regarding each Note Receivable and projections set forth in this Section for Note Receivable Collateral which secures such Note Receivable: (i) the 2012 fiscal year are occurrence of any event which could reasonably be expected to be received not later than January 31materially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, 2012recordation 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 bxxx 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 (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) As soon as availablepromptly, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days after an Authorized Person has knowledge of filingany event or condition that constitutes a Default or an Event of Default, copies of all periodic notice thereof and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all a statement of the functions of the SEC or curative action that Borrower proposes to take 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 respect thereto, on Borrower’s website on the Internet at Borrower’s website address;, (ih) promptly after the commencement thereof, but in any event within five (5) days after the service of deliveryprocess with respect thereto on Borrower, copies its Subsidiaries, Horizon or Horizon Management, notice of all statementsactions, reports and notices made available suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any Governmental Authority which, if determined adversely to Borrower’s security holders , such Subsidiary, Horizon or Horizon Management, could reasonably be expected to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofa Material Adverse Change, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (ki) upon the request of Agent, any other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, Horizon and Horizon Management, 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 its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in 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) within 45 days after the end of each month during each of Borrower's fiscal years, (i) a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period, (ii) a certificate signed by its chief financial officer to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (B) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all other casesmaterial respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (C) there does not exist any condition or event that constitutes a weekly basis;Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) in any event within 90 days after the last day end of each monthof Borrower's fiscal years, a 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 a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day financial statements of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s such fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an by independent certified public accounting firm accountants reasonably acceptable to Bank Agent (Agent agrees that BDO Seidxxx xx acceptable) and certified, without any qualifications, by such accountants to have been prepared in its reasonable discretion accordance with GAAP (it being understood that the such audited financial statements for the 2010 fiscal year are expected to be received not later than January 31include a balance sheet, 2012income statement, and statement of cash flow and, if prepared, such accountants' letter to management), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;, (hc) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five if and when filed by Borrower, (5i) days of filing, copies of all periodic and other form 10-Q quarterly reports, proxy statements Form 10-K annual reports, and Form 8-K current reports, (ii) any other materials filed filings made by Borrower with the SEC, and (iii) any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed other information that is provided by Borrower to its shareholders, as shareholders generally, (d) upon 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;request of Agent, (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt other report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankrelating to the financial condition of Borrower.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in 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) within 30 days after the end of each month fiscal quarter during each of Borrower’s fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, (ii) a certificate signed by the chief financial officer, treasurer or similar other officer of Borrower to the effect that: (A) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, (B) the representations and warranties of Borrower contained in this Agreement and the other casesLoan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any condition or event that constitutes a weekly basis;Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (iii) for each quarter, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Sections 7.13(b) and 7.19, and (b) as soon as available, but in any event within thirty (30) 120 days after the end of each monthof Borrower’s fiscal years, consolidated financial statements of Parent and Borrower for each such fiscal year in reasonable detail and prepared in accordance with GAAP, audited (Asubject to Lenders’ written consent, reviewed) monthly accounts receivable agingsand accompanied by a report of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Agent, aged by invoice datewhich report shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (such audited or reviewed financial statements to include a balance sheet, (B) monthly accounts payable agings, aged by invoice dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, (C) monthly reconciliations of accounts receivable agings (aged by invoice datesuch accountants’ letter to management), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;, (c) as soon as available, but no later than thirty (30) in any event within 90 days after the last day start of each month, a company prepared consolidated and consolidating balance sheet and income statement covering of Borrower’s consolidated fiscal years, copies of Borrower’s Projections, in form and consolidating operations detail (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for such month the forthcoming fiscal year, certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);chief financial officer, treasurer or other similar officer of Borrower as being such officer’s good faith best estimate of the financial performance of Borrower during the period covered thereby, (d) within thirty (30) days promptly after the last day same is filed by Parent, a written statement delivered by Borrower’s Authorized Person to Agent confirming the filing of each month Parent’s federal income tax returns, and together any amendments thereto, filed with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, 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;Internal Revenue Service, (e) Within thirty (30) days after as soon as Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the last day of each month, deliver curative action that Borrower proposes to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank;take with respect thereto, (f) as soon as availablewithin three (3) Business Days after Parent receives from Xxxxx its monthly borrowing base certificate under the Xxxxx Agreement, but no later than seven (7) days after approval by a copy of the Board of Directorssame, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);and (g) As soon as availableupon the request of Agent, but no later than one hundred eighty (180) days after any other report reasonably requested relating to the last day financial condition of Borrower’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 . Borrower agrees that its independent certified public accounting firm acceptable accountants are authorized to Bank communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent reasonably may request, provided that Borrower consents to such request in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected writing, such consent not to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any unreasonably withheld 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankdelayed.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), ) (i) in the event that Borrower is Streamline Eligible with each request for an Advance, and provided no Event of Default has occurred and is continuing, no later than thirty (30ii) within twenty (20) days after the end of each month and (ii) in all other cases, on a weekly basismonth; (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 reports, Deferred Revenue report, and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion,; (c) (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared compiled, 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 a form acceptable to Bank 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) Within within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as availableamended and/or updated, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following then-current fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to of Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (gf) As as soon as available, but no later than one hundred eighty and in any event within ninety (18090) days after following the last day end of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hg) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (ih) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (ji) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and (kj) other financial information reasonably requested by Bank, including, without limitation, outstanding or held check registers, if any.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) (A) bi-weekly, and (B) upon each request for a Credit Extension, a Transaction Report (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 Report; (ii) in all other cases, on a weekly basis; within fifteen (b) within thirty (3015) 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 reports, deferred revenue report and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretionmonthly inventory sell through reports; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared monthly unaudited 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 a form acceptable to Bank (the “Monthly Financial Statements”)financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statementsmonth, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within thirty within forty-five (3045) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following current fiscal year of Borrower, and (B) Board approved annual financial projections for the following current fiscal year, commensurate in form and substance with those provided to year of Borrower (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth preparation of such annual financial projections, each in this Section for the 2012 fiscal year are expected a form acceptable to be received not later than January 31, 2012)Bank; (gvi) As as soon as available, but no later than and in any event within one hundred eighty twenty (180120) days after following the last day end of Borrower’s fiscal year, audited annual consolidated and consolidating financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; and (kix) other financial information reasonably requested by Bank. Notwithstanding the foregoing, during a Streamline Period or when no Obligations are outstanding, provided no Event of Default has occurred and is continuing, Borrower shall be required to provide Bank with a Transaction Report (a) within fifteen (15) days after the last day of each calendar month, and (b) upon each request for a Credit Extension. (b) In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, Borrower shall provide to Bank all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) Within five (5) days after filing, Borrower shall provide to Bank all other reports or filings with the SEC or another Governmental Authority. (d) Borrower shall provide prompt written notice to Bank 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 to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the intellectual property.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (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 (30A) weekly (within fifteen (15) days after the end of each month during a Streamline Period), and (B) upon each request for a Credit Extension under the Revolving Line, a Transaction Report; (ii) in all other cases, on a weekly basis; within fifteen (b) within thirty (3015) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports reports, Deferred Revenue report and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a company prepared consolidated and consolidating balance sheet and income monthly unaudited financial statements; provided, that such monthly unaudited financial statement covering Borrower’s consolidated and consolidating operations for the last month in each fiscal year shall be delivered as soon as available, but in any event within sixty (60) days after the end of such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”)month; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within within fifteen (15) days following approval by the Borrower’s board of directors, and in any event within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval requested by the Board of Directors, Bank (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by monthquarter) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any supporting information used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gvi) As as soon as available, but no later than and in any event within one hundred eighty twenty (180120) days after following the last day end of Borrower’s fiscal year, annual audited consolidated and consolidating financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, or a link thereto on Borrower’s unqualified opinion or another website on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrowerthe Internet; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (jviii) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and; (kb) other financial information reasonably requested by In the event that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC or a link thereto on Borrower’s or another website on the Internet. (c) Borrower shall provide Bank with 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 to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each month during each of Parent's fiscal years, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, (ii) a certificate signed by the chief financial officer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, B. the representations and warranties of Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and C. there does not exist any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto), and (iiii) for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 120 days after the end of each month of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after certificate of such accountants addressed to Lender stating that such accountants do not have knowledge of the end existence of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding any Default or held check registers, if any, (C) monthly reconciliations Event of accounts receivable agings (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;Default under Section 7.20, (c) as soon as available, but no later than thirty (30) in any event within 30 days after prior to the last day start of each of Parent's fiscal years, (i) copies of Borrowers' Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Lender, in its sole discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, a 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 the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and in a form acceptable to Bank (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty if and when filed by any Borrower, (30i) days after the last day of each month 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by any Borrower with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementBorrowers' federal income tax returns, and setting forth calculations showing compliance any amendments thereto, filed with the financial covenants set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Parent to its shareholders generally, (e) Within thirty if and when filed by any Borrower and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (30i) days after any Borrower conducts business or is required to pay any such excise tax, (ii) where any Borrower's failure to pay any such applicable excise tax would result in a Lien on the last day properties or assets of each monthany Borrower, deliver or (iii) where any Borrower's failure to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) pay any such applicable excise tax reasonably could be expected to result in form and substance reasonably satisfactory to Bank;a Material Adverse Change, (f) as soon as availablea Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, but no later than seven (7) days after approval by notice thereof and a statement of the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance curative action that Borrowers propose to take with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);respect thereto, (g) As soon as available, but no later than one hundred eighty (180) days promptly after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding submission to any or Government Authority, all of the functions of the SEC or documents and information furnished to such Government Authority in connection 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 investigation of any Borrower other than routine inquiries by 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;Governmental Authority, (i) as soon as possible and in any event (A) within five 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that any Termination Event described in clause (5i) days of deliverythe definition of Termination Event with respect to any Benefit Plan has occurred, (B) within 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that any other Termination Event with respect to any Benefit Plan has occurred, or (C) within 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the IRC with respect to a Benefit Plan, a statement of an Authorized Person setting forth the details of such occurrence and the action, if any, which the Borrower or such ERISA Affiliate propose to take with respect thereto, (ii) promptly and in any event within three Business Days after receipt thereof by the Borrower or any ERISA Affiliate thereof from the PBGC, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against each notice received by the Borrower or any ERISA Affiliate thereof of its Subsidiaries that could result the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (iii) promptly and in damages or costs any event within 10 Business Days after the filing thereof with the Internal Revenue Service if requested by Lender, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Benefit Plan and Multiemployer Plan, (iv) promptly and in any event within 10 Business Days after the Borrower or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of its Subsidiaries ofSection 412 of the IRC has not been made when due with respect to a Benefit Plan, individually (v) promptly and in any event within three days after receipt thereof by the Borrower or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by the Borrower or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (vi) promptly and in any event within 10 Business Days after the Borrower or any ERISA Affiliate thereof send notice of a plant closing or mass layoff (as defined in the aggregateWorker Adjustment and Retraining Notification Act) to employees, Two Hundred Fifty Thousand Dollars ($250,000) copies of each such notice sent by the Borrower or more; any ERISA Affiliate thereof, and (ki) upon the request of Lender, any other report reasonably requested relating to the financial condition of Borrowers. In addition to the financial statements referred to above, Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis and that no Borrower, or any Subsidiary of a Borrower, will have a fiscal year different from that of Parent. Borrowers agree that their independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information concerning Borrowers that Lender reasonably may request. Each Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm in connection with any information requested by BankLender pursuant to or in accordance with this Agreement, and agree that Lender may contact directly any such accounting firm in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank Deliver to the Agent, with the followingcopies to each Lender: (a) a Transaction Report (and any schedules related thereto), (i) as soon as available, but in the any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty within forty-five (3045) days after the end of each month during each of Group’s Fiscal Years: (A) a company prepared consolidated balance sheet, income statement, and statement of cash flow covering Group’s and its Subsidiaries’ operations during the previous month; (B) a certificate signed by the chief financial officer of Group to the effect that: (1) the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Group and its Subsidiaries, (2) the representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that any such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects on such earlier date), and (3) there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action the Borrowers have taken, are taking, or propose to take with respect thereto); (ii) as soon as available, but in all other cases, on a weekly basis; any event within ninety (b) within thirty (3090) days after the end of each month, of Group’s fiscal years: (A) monthly accounts receivable agingsfinancial statements of Group and its Subsidiaries for each such fiscal year, aged audited by invoice dateindependent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (B) monthly accounts payable agingssuch audited financial statements to include a balance sheet, aged by invoice dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, (C) monthly reconciliations of accounts receivable agings (aged by invoice datesuch accountants’ letter to management), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (ciii) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”); (d) any event within thirty (30) days after prior to the last day start of each month and together with the Monthly Financial Statementsof Group’s fiscal years, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as copies of the end of such Borrowers’ business plan, in form and substance (including as to scope and underlying assumptions) satisfactory to the Agent, in its Permitted Discretion, for the forthcoming year, month by month, Borrower was in full compliance with all certified by the chief financial officer of Group as being such officer’s good faith best estimate of the terms financial performance of Group and conditions of this Agreementits Subsidiaries during the period covered thereby (it being understood that (A) such information will be prepared by Group in good faith based upon assumptions believed to be reasonable at the time and based upon the best information then reasonably available to Group, and setting forth calculations showing compliance with the (B) Agent may in its Permitted Discretion, but shall not be under any obligation to, revise financial covenants set forth in this Agreement and such other information Section 7.02 as Bank shall reasonably request, including, without limitation, a statement that at the end result of its review of such month there were no held checksbusiness plans and/or create or expand Reserves). (iv) if and when filed by any Loan Party: (A) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (B) any other filings made by any Loan Party with the SEC, (C) copies of the federal income tax returns of each Borrower, and any amendments thereto, filed with the Internal Revenue Service, and (D) any other written information that is provided by Group to the holders of its Capital Stock (as such) generally; (ev) Within thirty if and when filed by any Borrower and as requested by Agent, evidence of payment satisfactory to the Agent (30in its Permitted Discretion) days after of applicable excise taxes in each jurisdiction in (A) which any Borrower conducts business or is required to pay any such excise tax, (B) where any Borrower’s failure to pay any such applicable excise tax would result in a Lien on the last day properties or assets of each monthany Borrower, deliver or (C) where any Borrower’s failure to Bank monthly recurring revenue roll forward reportspay any such applicable excise tax, including new monthly revenues added and revenues lost for each montheither individually or in the aggregate, and SaaS metrics could reasonably be expected to result in a Material Adverse Effect; (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operationsvi) no less than two times a week, a report on the Borrowers’ Eligible Credit Card Accounts, in form and substance reasonably satisfactory to Bankthe Agent; (fvii) promptly after submission to any Government Authority unless prohibited by applicable law, all documents and information furnished to such Government Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; (viii) as soon as availablepossible, but no later than seven and in any event within three days after the occurrence of an Event of Default or Default or the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, the written statement of an Authorized Officer setting forth the details of such Event of Default, Default, other event or Material Adverse Effect and the action which Group and its Subsidiaries propose to take with respect thereto; (7A) as soon as possible and in any event (1) within ten (10) days after approval by any Loan Party or any ERISA Affiliate thereof knows or has reason to know that any Termination Event described in clause (i) of the Board definition of DirectorsTermination Event with respect to any Employee Plan has occurred, (A2) annual operating budgets within ten (10) days after any Borrower or any ERISA Affiliate thereof knows or has reason to know that any other Termination Event with respect to any Employee Plan has occurred, or (3) within ten (10) days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including income statementsinstallment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Plan, balance sheets a statement of an Authorized Officer setting forth the details of such occurrence and cash flow statementsthe action, by month) for the following fiscal year and if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) Board approved financial projections for promptly and in any event within three days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the following fiscal yearPBGC, commensurate copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in form and substance with those provided to Borrower’s venture capital investors any event within ten (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (18010) days after the last day filing thereof with the Internal Revenue Service if requested by the Agent, copies of Borrower’s fiscal yeareach Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, audited consolidated (D) promptly and consolidating financial statements prepared in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to an Employee Plan, (E) promptly and in any event within three days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under GAAPSection 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, consistently appliedand (F) promptly and in any event within ten (10) days after any Loan Party or any ERISA Affiliate thereof send notice of a plant closing or mass layoff (as defined in WARN) to employees, together with an unqualified opinion on copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof; (x) promptly after the financial statements from an independent certified public accounting firm acceptable to Bank commencement thereof but in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received any event not later than January 315 days after service of process with respect thereto on, 2012)or the obtaining of knowledge thereof by, providedany Loan Party, howevernotice of each action, Borrower’s unqualified opinion on financial statements may contain suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to have a qualification as to going concern typical for venture backed companies similar to BorrowerMaterial Adverse Effect; (hxi) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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;[Reserved]. (ixii) within five (5) days of deliverypromptly after the sending or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders other information Group or any other Loan Party sends to any holders of Subordinated Debtits Indebtedness or its securities or files with the SEC or any national (domestic or foreign) securities exchange, provided that the Loan Party may redact confidential information contained in any such statement, report or other information if it provides a summary of the nature of the information redacted to the Agent; (jxiii) prompt report promptly upon receipt thereof, copies of all financial reports including, without limitation, management letters), if any, submitted to any legal actions pending Loan Party by its auditors in connection with any annual or threatened in writing against Borrower or any interim audit of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or morebooks thereof; and (kxiv) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of any Loan Party as the Agent may from time to time may reasonably request. In addition to the financial statements referred to in clauses (i) and (ii) above, the Borrowers agree to deliver financial statements prepared on both a consolidated and consolidating basis. The Borrowers agree that, upon prior notice if no Default or Event of Default exists and without any notice if any Default or Event of Default exists, their independent certified public accountants are authorized to communicate with the Agent and to release to the Agent whatever financial information concerning the Borrowers that the Agent reasonably may request. Each Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Bankthe Agent pursuant to or in accordance with this Agreement, and agrees that the Agent may contact directly any such accounting firm or service bureau in order to obtain such information.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), (i) Within five (5) days of filing, Borrower will deliver to Bank copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt, and all reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission, and (ii) within five (5) days of filing a report on Form 10-Q (or a report on Form 10-K for the fourth quarter) each fiscal quarter, Borrower will deliver to Bank a Compliance Certificate signed by a Responsible Officer in the event that Borrower is Streamline Eligible and provided no Event form of Default has occurred and is continuing, no later than Exhibit D. (b) Within thirty (30) days after the end last day of each month Borrower will deliver to Bank (i) a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank, and (ii) a Compliance Certificate signed by a Responsible Officer in all other cases, on a weekly basis;the form of Exhibit D. (bc) within thirty Within twenty (3020) days after the end last day 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 registersmonth or, if anyno Advance is outstanding, (C) monthly reconciliations of accounts receivable agings (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; (c) as soon as available, but no later than within thirty (30) days after the last day of each month, Borrower will deliver to Bank a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified Borrowing Base Certificate showing Eligible Accounts signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable and accounts payable in a form format reasonably acceptable to Bank (the “Monthly Financial Statements”);Bank. (d) within thirty (30) days after the last day of each month and together with the Monthly Financial StatementsBorrower will allow Bank to audit Borrower's Collateral at Borrower's expense as reasonably determined by Bank, a duly completed Compliance Certificate signed by a Responsible Officer, 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 it being agreed that at the end of such month there were no held checks; least once every twelve (e12) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankmonths is reasonable.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) a Transaction Report (and any schedules related thereto), ) (iy) weekly and at the time of each request for an Advance if a Streamline Period is not in the event that Borrower is Streamline Eligible and provided no effect or an Event of Default has occurred and is continuing, no later than and (z) within thirty (30) days after the end of each month if a Streamline Period is in effect and (ii) in all other cases, on a weekly basisno Event of Default has occurred and is continuing; (bii) 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 reports, and general ledger, and and (D) Borrower’s a Deferred Revenue report in form satisfactory to providing such information concerning Deferred Revenue as Bank in its sole discretion, but reasonable discretionshall reasonably request; (ciii) as soon as available, but no later than and in any event within thirty (30) days after the last day end of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”)monthly unaudited financial statements; (div) within thirty (30) days after the last day end of each month and together with the Monthly Financial Statements, a duly completed monthly Compliance Certificate signed by a Responsible Officer, 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; (ev) Within [Reserved]; (vi) within thirty (30) days after the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board fiscal year of DirectorsBorrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal yearyear (on a quarterly basis), commensurate in form and substance with those provided to as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);preparation of such annual financial projections; and (gvii) As as soon as available, but no later than one hundred eighty (180) and in any event within 120 days after following the last day end of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower;Bank. (hb) in the event At all times that Borrower becomes is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of after filing, copies of all periodic reports on Form 10-K, 10-Q 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 8-K filed with the SEC) may be delivered electronically Securities and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, Exchange Commission or provides a link thereto, thereto on Borrower’s or another website on the Internet at Borrower’s website address;Internet. (c) Prompt written notice of (i) within five any material change in the composition of the intellectual property, (5ii) days the registration of deliveryany copyright, copies including any subsequent ownership right of all statements, reports and notices made available to Borrower’s security holders Borrower in or to any holders copyright, patent or trademark not previously disclosed to Bank in writing, or (iii) Borrower’s knowledge of Subordinated Debt; (j) prompt report an event that materially adversely affects the value of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankintellectual property.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), (i) in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingat all times prior to an IPO, no later than thirty (30) days after the end of each month and (ii) in all other cases, on a weekly basis; (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each monthmonth and (ii) at all times after an IPO, as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); (db) 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, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (ec) Within within thirty (30) days after prior to the last day end of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each monthfiscal year of Borrower, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directorscontemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year ), and (B) Board approved annual financial projections for (on a quarterly basis), in each case as approved by the following fiscal yearBoard, commensurate together with any related business forecasts used in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gd) As prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, 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; (e) as soon as available, but no later than and in any event within one hundred eighty (180) days after following the last day end of Borrower’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 reasonably acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (hf) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days 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 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; (ig) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (h) at all times prior to an IPO, as soon as available, but no later than thirty (30) days after completion, any 409A valuation report prepared by or at the direction of Borrower; (i) as soon as available, but no later than thirty (30) days after completion and/or modification, copies of Issuer’s investors’ rights agreements and stock purchase agreements; (j) at all times prior to an IPO, as soon as available, but no later than thirty (30) days after the last day of each month, a monthly Board pack, including budgets, sales projections, operating plans and other financial information reasonably requested by Bank; (k) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; and (kl) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (ai) weekly, (A) a Transaction Report (and any schedules related thereto) and (B) reconciliations of accounts receivable agings (aged by invoice date), (i) in the event that Borrower is Streamline Eligible transaction reports and provided no Event of Default has occurred and is continuing, no later than thirty (30) days after the end of each month and general ledger; (ii) in all other cases, on a weekly basis; within fifteen (b) within thirty (3015) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date and due date, and (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) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a 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 a form acceptable to Bank (the “Monthly Financial Statements”); (diii) within thirty (30) days after the last day end of each month and together (or with the Monthly Financial Statementsdelivery of Borrower’s monthly financial statements, if earlier) a duly completed Compliance Certificate signed by a Responsible Officer, 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; (eiv) Within thirty within fifty (3050) days after the last day end of each monthquarter (or with the delivery of Borrower’s quarterly financial statements or Borrower’s Report on Form 10-Q, deliver to Bank monthly recurring revenue roll forward reportsif earlier) a Compliance Certificate signed by a Responsible Officer, including new monthly revenues added certifying that as of the end of such quarter, Borrower was in full compliance with all of the terms and revenues lost for each monthconditions of this Agreement, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance such other information as Bank shall reasonably satisfactory to Bankrequest, including, without limitation, a statement that at the end of such quarter there were no held checks; (fv) as soon as available, but no later than seven within fifty (750) days after approval by the Board end of Directorseach fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following upcoming fiscal year of Borrower, and (B) Board approved annual financial projections for the following fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)preparation of such annual financial projections; (gvi) As as soon as available, but no later than one hundred eighty and in any event (180A) within thirty (30) days after the last day of each month, a Borrower prepared consolidated balance sheet, income statement and cash flow statement covering the Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to the Bank (B) forty-five days after the last day of each fiscal quarter, a Borrower prepared consolidated balance sheet, income statement and cash flow statement covering the Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to the Bank, (C) and ninety (90) days following the end of Borrower’s fiscal year, audited consolidated and consolidating annual financial statements prepared under GAAPcertified by, consistently applied, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank Bank; the foregoing requirements set forth in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected B) and (C) shall be deemed satisfied upon delivery to be received not later than January 31Bank, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower filing or furnishing with the SECSecurities Exchange Commission, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchangeannual, or distributed to its shareholdersquarterly and periodic reports on Forms 10-K, 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 10-Q, 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more8-K; and (kvii) other financial information reasonably requested by Bankwithin thirty (30) days after the last day of each fiscal quarter, a cash holding report, including copies of account statements detailing the types of Investments held and the maturity dates.

Financial Statements, Reports, Certificates. Provide (a) Borrower shall provide Bank with the following: (a) a Transaction Report (and any schedules related thereto), (i) upon each request for a Credit Extension that would cause the aggregate outstanding Credit Extensions to exceed the Non-Formula Amount and, in the event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuingall events, no later than within thirty (30) days after the end of each month a Transaction Report (and (ii) any schedules related thereto including, but not limited to, a schedule of any litigation of the type described in all other cases, on a weekly basisSection 5.4 which may arise or be threatened from and after the Effective Date); (bii) 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 for accounts under this Agreement (aged by invoice date), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report monthly inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP), Inventory backlog reports, or such other inventory reports as are requested by Bank in its sole discretion, but reasonable discretiongood faith business judgment; (ciii) as soon as available, but no later than thirty within forty-five (3045) days after the last day end of each monthfiscal quarter of Borrower, a 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 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, certifying that as of the end of such monthquarter, 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 quarter there were no held checks; (eiv) Within thirty as soon as available, and in any event within forty-five (3045) days after the last day end of each monthfiscal quarter of Borrower, deliver to Bank monthly recurring revenue roll forward reportsquarterly unaudited financial statements, including new monthly revenues added prepared on a consolidated and revenues lost for each monthconsolidating basis, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in a form and substance reasonably satisfactory to Bank; (fv) as soon as available, but no later than seven within sixty (760) days after approval by the Board end of Directorseach fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by monthquarter) for the following then current fiscal year of Borrower, and (B) Board approved annual financial projections for the following then current fiscal year, commensurate in form and substance with those provided to year (on a quarterly basis) as approved by Borrower’s venture capital investors (it being understood that board of directors, together with any related business forecasts used in the budgets preparation of such annual financial projections, all prepared on a consolidated and projections set forth consolidating basis in this Section for the 2012 fiscal year are expected a form reasonably satisfactory to be received not later than January 31, 2012)Bank; (gvi) As as soon as available, but no later than and in any event within one hundred eighty twenty (180120) days after following the last day end of Borrower’s fiscal year, audited annual financial statements prepared on a consolidated and consolidating financial statements prepared under GAAPbasis in a form reasonably satisfactory to Bank, consistently appliedcertified by, together and with an unqualified opinion on the financial statements from an of, independent certified public accounting firm accountants acceptable to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to BorrowerBank; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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; (ivii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated DebtDebt (which if filed with the Securities and Exchange Commission may be provided by a link thereto on Borrower’s or another website on the Internet); (jviii) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand One Million Dollars ($250,0001,000,000) or more; and (kix) other as soon as available, and in any event within forty-five (45) days after the end of each month, monthly unaudited financial information statements, prepared on a consolidated basis, in a form reasonably requested by satisfactory to Bank. (b) within ten (10) days after 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. (c) with the monthly reporting provided pursuant to Section 6.2(a)(ii) above, 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 to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the intellectual property.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) as soon as available, but in any event within 30 days (45 days in the case of a Transaction Report month that is the end of a fiscal quarter in a fiscal year) after the end of each month during each of Parent's fiscal years, (i) a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Parent's and its Subsidiaries' operations during such period, which financial statements shall, among other things, detail all adjustments to EBITDA, (ii) a certificate signed by the chief financial officer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (except as permitted in Section 5.19 and except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Parent and its Subsidiaries, B. the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and C. there does not exist any schedules related condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto), and (iiii) for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (b) as soon as available, but in any event that Borrower is Streamline Eligible and provided no Event of Default has occurred and is continuing, no later than thirty (30) within 90 days after the end of each month of Parent's fiscal years, (i) financial statements of Parent and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants' letter to management), (ii) in all other cases, on a weekly basis; (b) within thirty (30) days after certificate of such accountants addressed to Agent and the end Lenders stating that such accountants do not have knowledge of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding the existence of any Default or held check registers, if any, (C) monthly reconciliations Event of accounts receivable agings (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;Default under Section 7.20, (c) as soon as available, but no later than thirty in any event within 30 days prior to the start of each of Parent's fiscal years, (i) copies of Borrowers' Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming fiscal year, month by month, certified by the chief financial officer of Parent as being such officer's good faith best estimate of the financial performance of Parent and its Subsidiaries during the period covered thereby, it being acknowledged that for fiscal year ending June 30, 2003, the Closing Date Business Plan satisfies this subclause (c)(i), (d) promptly and in any event within four (4) days after the last day end of each monthweek included in the Budget, a company comparison of actual cash disbursements and collections for such week, categorized in accordance with the categories contained in the Budget, versus expenses and collections included in the Budget for such week, (e) if and when filed by any Loan Party, (i) 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by any Loan Party with the SEC, (iii) copies of Loan Parties' federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other information that is provided by Parent to its shareholders generally, (f) if and when filed by any Loan Party and as requested by Agent, satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) any Loan Party conducts business or is required to pay any such excise tax, (ii) where any Loan Party's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of any Loan Party, or (iii) where any Loan Party's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (g) promptly after the commencement thereof, but in any event within five days after the service of process with respect thereto on any Loan Party, notice of all actions, suits or proceedings brought by or against any Loan Party before any Governmental Authority which could reasonably be expected to result in a Material Adverse Change, (h) as soon as a Loan Party has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrowers propose to take with respect thereto, and (i) upon the request of Agent, any other report reasonably requested relating to the financial condition of Loan Parties. In addition to the financial statements referred to above, Loan Parties agree to deliver financial statements prepared on both a consolidated and consolidating balance sheet basis and income statement covering Borrower’s consolidated that no Loan Party will have a fiscal year different from that of Parent. Loan Parties agree that their independent certified public accountants are authorized to communicate with Agent and consolidating operations for such month certified to release to Agent whatever financial information concerning Loan Parties that Agent reasonably may request. Each Loan Party waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by a Responsible Officer and Agent pursuant to or in a form acceptable to Bank (the “Monthly Financial Statements”); (d) within thirty (30) days after the last day of each month and together accordance with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, 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 agree that Agent may contact directly any 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) days after approval by the Board of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012); (g) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 or service bureau in order to Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 obtain 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; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankinformation.

Financial Statements, Reports, Certificates. Provide Bank with the following: (a) (i) at the time of each request for an Advance if there are no Advances are outstanding, and (ii) within fifteen (15) days following the end of each month in which Advances are outstanding, a Transaction Borrowing Base Report (and any schedules related theretothereto and including any other information requested by Bank with respect to Borrower’s Accounts), (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, on a weekly basis; (b) within thirty (30) days after the end of each monthmonth during which Advances are outstanding, (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 reports, detailed Account Debtor listing, and general ledger, and (D) Borrower’s Deferred Revenue report monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in form satisfactory to accordance with GAAP) or such other inventory reports as are requested by Bank in its sole discretion, but reasonable discretiongood faith business judgment; (c) as soon as available, but no later than thirty within forty five (3045) days after the last day of each monthquarter (except for the last quarter of each fiscal year of Borrower, a 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 a form acceptable to Bank which shall be within ninety (the “Monthly Financial Statements”); (d) within thirty (3090) days after the last day end of each month and together with the Monthly Financial Statements, such quarter) a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such monthquarter, 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 may reasonably request, including, without limitation, a statement that at the end of such month there were no held checkschecks in excess of Fifty Thousand Dollars ($50,000.00); (ed) Within thirty (30) days after the last day of each monthat least annually, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven thirty (730) days after following approval by the Board Board, and within five (5) Business Days of Directorsany amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in a form and substance with those provided of presentation reasonably acceptable to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012)Bank; (ge) As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials 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 internet at Borrower’s website address; (if) 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. Documents required to be delivered pursuant to this Section 6.2(f) (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; (jg) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; and (kh) promptly, from time to time, such other financial information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) as soon as available, but in any event within 30 days (45 days (or, if such Person has filed a Transaction Report (and any schedules related thereto)filing extension with the SEC, (i50 days) in the event case of a month that Borrower is Streamline Eligible and provided no Event the end of Default has occurred and is continuing, no later than thirty (30one of the first 3 fiscal quarters in a fiscal year) days after the end of each month during each of Parent’s fiscal years, (i) a company prepared consolidated and, solely in the case of a month that is the end of one of the fiscal quarters of the Parent, consolidating balance sheet, income statement, and statement of cash flow covering Parent’s and its Subsidiaries’ operations during such period, (ii) a certificate signed by the chief financial officer or vice president/treasurer of Parent to the effect that: A. the financial statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all other casesmaterial respects the financial condition of Parent and its Subsidiaries, B. [Intentionally omitted], and C. there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Loan Parties have taken, are taking, or propose to take with respect thereto), and (iii) for each month that is the date on which a weekly basis;financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (b) as soon as available, but in any event within thirty 90 days (30or, if such Person has filed a filing extension with the SEC, 105 days) days after the end of each monthof Parent’s fiscal years, financial statements of Parent and its Subsidiaries for each such fiscal year, prepared on a consolidated basis, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (A) monthly accounts receivable agingssuch audited financial statements to include a balance sheet, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, (C) monthly reconciliations of accounts receivable agings (aged by invoice datesuch accountants’ letter to management), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;, (c) as soon as available, but in any event no later than thirty (30) 30 days after the last day start of each of Parent’s fiscal years, copies of the Loan Parties’ Projections, in form (including as to scope and underlying assumptions) satisfactory to Agent, in its sole discretion, for the forthcoming year, month by month, a 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 the chief financial officer or vice president/treasurer of Parent as being such officer’s good faith best estimate of the financial performance of Parent and in a form acceptable to Bank (its Subsidiaries during the “Monthly Financial Statements”);period covered thereby, (d) within thirty if and when filed by any Loan Party, (30i) days after the last day of each month 10-Q quarterly reports, Form 10-K annual reports, and together Form 8-K current reports, (ii) any other filings made by any Loan Party with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as SEC, (iii) copies of the end of such month, Borrower was in full compliance with all of the terms and conditions of this AgreementLoan Parties’ federal income tax returns (if requested by Agent), and setting forth calculations showing compliance any amendments thereto, filed with the financial covenants set forth in this Agreement and such Internal Revenue Service, and (iv) any other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;is provided by Parent to its shareholders generally, (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank;[Intentionally omitted], (f) as soon as availablepromptly upon any Loan Party obtaining knowledge of any event or condition that constitutes a Default or an Event of Default, but no later than seven (7) days after approval by notice thereof and a statement of the Board of Directorscurative action that Loan Parties propose to take with respect thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following fiscal year and (B) Board approved financial projections for the following fiscal year, commensurate in form and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);and (g) As soon as availableupon the request of Agent, but any other report reasonably requested relating to the financial condition of the Loan Parties. The Loan Parties agree that no later Loan Party, nor any Subsidiary of a Loan Party, will have a fiscal year different from that of Parent. The Loan Parties will permit the Agent or any Lender, and any agent designated by the foregoing, upon reasonable prior notice, to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers and. no more than one hundred eighty (180) days after the last day of Borrower’s fiscal once per year, audited consolidated independent accountants, all at such reasonable times during normal business hours 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 Bank in its upon reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the event that Borrower becomes subject advance notice to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Administrative Borrower’s website on the Internet at Borrower’s website address; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Provide Bank Deliver to Agent, with the followingcopies to each Lender: (a) a Transaction Report (and as soon as available, but in 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, on a weekly basis; (b) within thirty (30) days after the end of each monthfiscal month of Borrower, (i) an unaudited consolidated balance sheet, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, income statement and outstanding or held check registers, if any, (C) monthly reconciliations statement of accounts receivable agings (aged by invoice date), transaction reports and general ledger, and (D) cash flow covering Borrower’s Deferred Revenue report operations during such period and the year-to-date period ending thereon, in each case setting forth in comparative form satisfactory to Bank the figures for the corresponding periods in its sole discretionthe prior year; and, (ii) a Compliance Certificate demonstrating in reasonable detail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the month then ended; (b) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter of Horizon and Horizon Management, (i) an unaudited consolidated balance sheet, income statement and statement of cash flow covering such Person’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; and, (ii) a Compliance Certificate demonstrating in reasonable discretiondetail such Person’s compliance at the end of such period with the applicable financial and portfolio covenants contained therein that are measured as of the end of the quarter then ended; (c) as soon as available, but no later than thirty in any event within ninety (3090) days after the last day end of each month, a company prepared fiscal year of Borrower and Horizon, (i) consolidated annual financial statements of Horizon and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations its Subsidiaries for such month fiscal year, audited by McGladrey LLP or other independent certified public accountants reasonably acceptable to Agent and certified by a Responsible Officer such accountants to have been prepared in accordance with GAAP, together with any accountants’ letter to management in connection therewith; (ii) consolidating financial statements of Horizon and its Subsidiaries for such fiscal year, prepared by Horizon based on its audited consolidated financial statements for such year, in a form acceptable to Bank (the “Monthly Financial Statements”);Agent in its Permitted Discretion; and (diii) 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, certifying that as of the end of such month, Borrower was demonstrating in full reasonable detail Borrower’s and Horizon’s 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 checksperiod with the applicable financial and portfolio covenants contained therein; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (fd) as soon as available, but no later than seven in any event within one hundred fifty (7150) days after approval by the Board end of Directors, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following each fiscal year of Horizon Management, (i) consolidated annual financial statements of Horizon Management and (B) Board approved financial projections its Subsidiaries for the following such fiscal year, commensurate audited by McGladrey LLP or other independent certified public accountants reasonably acceptable to Agent and certified by such accountants to have been prepared in form accordance with GAAP, together with any accountants’ letter to management in connection therewith; and (ii) a Compliance Certificate demonstrating in reasonable detail Horizon Management’s compliance at the end of such period with the applicable financial and substance portfolio covenants contained therein; (e) if and when filed by Borrower or Horizon; (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower or Horizon with those provided to the SEC, and (iii) copies of Borrower’s venture capital investors or Horizon’s federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service (it being understood but only to the extent that Borrower or Horizon is treated other than as an entity that is not itself subject to federal income tax on operating income, a partnership or a disregarded entity for federal income tax purposes), (f) promptly notify Agent of the budgets following regarding each Note Receivable and projections set forth in this Section for Note Receivable Collateral which secures such Note Receivable: (i) the 2012 fiscal year are occurrence of any event which could reasonably be expected to be received not later than January 31materially impair the prospect of payment of such Note Receivable; (ii) the sending by Servicer or Borrower of any notice of default, 2012recordation 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 bxxx 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 (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) As soon as availablepromptly, but no later than one hundred eighty (180) days after the last day of Borrower’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 Bank in its reasonable discretion (it being understood that the audited financial statements for the 2010 fiscal year are expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain a qualification as to going concern typical for venture backed companies similar to Borrower; (h) in the any event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days after an Authorized Person has knowledge of filingany event or condition that constitutes a Default or an Event of Default, copies of all periodic notice thereof and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all a statement of the functions of the SEC or curative action that Borrower proposes to take 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 respect thereto, on Borrower’s website on the Internet at Borrower’s website address;, (ih) promptly after the commencement thereof, but in any event within five (5) days after the service of deliveryprocess with respect thereto on Borrower, copies its Subsidiaries, Horizon or Horizon Management, notice of all statementsactions, reports and notices made available suits, or proceedings brought by or against Borrower, its Subsidiaries, Horizon or Horizon Management before any Governmental Authority which, if determined adversely to Borrower’s security holders , such Subsidiary, Horizon or Horizon Management, could reasonably be expected to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries ofa Material Adverse Change, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (ki) upon the request of Agent, any other financial information reasonably requested relating to the financial condition of Borrower, its Subsidiaries, Horizon or Horizon Management. In addition, Borrower agrees to deliver financial statements prepared on both a consolidated and consolidating basis to the extent required by Bankthis Section 6.3, and agrees that Borrower will not have a fiscal year different from that of Horizon or Horizon Management and that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower also agrees to cooperate with Agent to allow Agent to (A) audit Borrower, Horizon and Horizon Management, 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 its Subsidiaries, Horizon and Horizon Management to authorize, its independent certified public accountants to communicate with Agent and to release to Agent whatever financial information concerning such Person as Agent reasonably may request.

Financial Statements, Reports, Certificates. Provide Bank with the followingDeliver to Lender: (a) a Transaction Report (and as soon as available, but in 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) within 30 days after the end of each month (other than the last month of a fiscal year of Borrower) during each fiscal year of Borrower, and within 45 days after the end of the last month of each fiscal year of Borrower, (i) a company prepared consolidated balance sheet, income statement, and statement of cash flow, covering Borrower’s and its Subsidiaries’ operations during such period, (ii) a certificate signed by an Authorized Financial Person to the effect that: (A) the financial statements delivered under this clause (a) have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower and its Subsidiaries, (B) the representations and warranties of Borrower contained in this Agreement and the other casesLoan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any condition or event that constitutes a weekly basis;Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (iii) for each month that is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of such period with the applicable financial covenants contained in Section 7.20, (b) as soon as available, but in any event within thirty (30) 120 days after the end of each monthof Borrower’s fiscal years, consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender in Lender’s sole and absolute discretion (ALender acknowledges that as of the Closing Date the firms of PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte & Touche and Xxxxx Xxxxxxxx LLP are acceptable to Lender) monthly accounts receivable agingsand certified, aged without any qualifications, by invoice datesuch accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, (B) monthly accounts payable agings, aged by invoice dateincome statement, and outstanding or held check registersstatement of cash flow and, if anyprepared, (C) monthly reconciliations of accounts receivable agings (aged by invoice datesuch accountants’ letter to management), transaction reports and general ledger, and (D) Borrower’s Deferred Revenue report in form satisfactory to Bank in its sole discretion, but reasonable discretion;, (c) as soon as available, but in any event no later than thirty (30) days 30 Business Days after the last day start of each of Borrower’s fiscal years, copies of Borrower’s Projections, in form reasonably satisfactory to Lender, for the forthcoming year, month by month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations for such month certified by an Authorized Financial Person as being such Person’s good faith estimate of the financial performance of Borrower during the period covered thereby, and for each fiscal year thereafter, on a Responsible Officer and in a form acceptable to Bank (quarterly basis, certified by an Authorized Financial Person as being such Person’s good faith estimate of the “Monthly Financial Statements”);financial performance of Borrower during the period covered thereby, (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, 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; (e) Within thirty (30) days after the last day of each month, deliver to Bank monthly recurring revenue roll forward reports, including new monthly revenues added and revenues lost for each month, and SaaS metrics (including Monthly Recurring Revenue and Churn Rate reports for both U.S. and UK operations) in form and substance reasonably satisfactory to Bank; (f) as soon as available, but no later than seven (7) in any event within 45 days after approval the end of each fiscal quarter during each fiscal year of Fortegra, a company prepared consolidated balance sheet, income statement, and statement of cash flow, covering Fortegra’s and its Subsidiaries’ operations during such period, together with a certificate signed by the Board chief financial officer, chief accounting officer, or treasurer of Directors, Fortegra to the effect that the financial statements delivered under this clause (Ad) annual operating budgets have been prepared in accordance with GAAP (including income statements, balance sheets and cash flow statements, by month) except for the following fiscal year lack of footnotes and (Bbeing subject to year-end audit adjustments) Board approved and fairly present in all material respects the financial projections for the following fiscal year, commensurate in form condition of Fortegra and substance with those provided to Borrower’s venture capital investors (it being understood that the budgets and projections set forth in this Section for the 2012 fiscal year are expected to be received not later than January 31, 2012);its Subsidiaries, (ge) As as soon as available, but no later than one hundred eighty (180) in any event within 120 days after the last day end of Borrowereach of Fortegra’s fiscal years, consolidated financial statements of Fortegra and its Subsidiaries for each such fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an by independent certified public accounting firm accountants reasonably acceptable to Bank Lender in its reasonable Lender’s sole and absolute discretion (it being understood Lender acknowledges that as of the Closing Date the firms of PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte & Touche and Xxxxx Xxxxxxxx LLP are acceptable to Lender) and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP (such audited financial statements for to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ final letter to management), (f) promptly, any other information that is provided by Borrower or Fortegra to its shareholders generally, (g) if and when filed by Borrower and as requested by Lender, satisfactory evidence of payment of applicable excise taxes in each jurisdiction in which (i) Borrower conducts business or is required to pay any such excise tax, (ii) where Borrower’s failure to pay any such applicable excise tax would result in a Lien on the 2010 fiscal year are properties or assets of Borrower, or (iii) where Borrower’s failure to pay any such applicable excise tax reasonably could be expected to be received not later than January 31, 2012), provided, however, Borrower’s unqualified opinion on financial statements may contain result in a qualification as to going concern typical for venture backed companies similar to Borrower;Material Adverse Change, (h) promptly (and in any case within two (2) Business Days) after any Authorized Person of Borrower obtains (i) knowledge of the event existence of a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower becomes subject proposes to the reporting requirements under the Exchange Act take with respect thereto, or (ii) notice of any Environmental Action which reasonably could be expected to result in a Material Adverse Change, notice thereof, (i) (i) promptly (and in any case within two (2) Business Days), notice if any Authorized Person of Borrower or Fortegra ceases to continue to hold such position, and (ii) promptly (and in any case within five (5) days of filingBusiness Days), 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 notice if more than 30% of the functions employees of Borrower or Fortegra involved in the servicing 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 Premium Finance Agreements who have been delivered on the date on which Borrower posts employed for longer than six months cease, within any period of sixty (60) consecutive days, to continue to hold such documentspositions, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;and (j) prompt report upon the request of Lender, any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and (k) other financial information reasonably requested by Bankrelating to the financial condition of Borrower. No Subsidiary of Borrower will have a fiscal year different from that of Borrower.