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

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) days after the last day of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-in any event within forty five (45) days after the last day end of each calendar quarter, a company prepared consolidated balance sheet, income, and consolidating balance sheet cash flow statement in form of 10-Q filed with the Securities and income statement Exchange Commission, covering the Borrower’s consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than in any event within one hundred and twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently appliedin form of 10-K filed with the Securities and Exchange Commission, together with an unqualified opinion on the financial statements from the Auditor; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withDebt and, as soon as availableif applicable, but no later than five (5) days after filing all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected result in damages or costs to materially and adversely affect the value Borrower or any Subsidiary of the Intellectual PropertyFifty Thousand Dollars ($50,000) or more; and (viie) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. request from time to time, provided Borrower’s Reports on Form 10Board-K, 10-Q, and 8-K required to approved annual financial projections shall be delivered pursuant hereto to Bank within thirty (30) days of Board approval. Within twenty (20) days after the last day of each month, Borrower shall be deemed deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Bank shall have been delivered on the date on which Borrower posts such report or provides a link thereto on right from time to time hereafter to audit Borrower’s or another website Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (including xxx.xxx.xxx12) on the Internetmonths unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement (and, within thirty (30) days after the end of each calendar quarter, a cash flow statement) covering the Borrower’s and Borrower’s Subsidiaries’ consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (vd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, including but not limited to annual financial projections for each Lender with, as soon as available, but fiscal year to be delivered to Bank no later than five October 31 of the preceding year with updated projections to be provided by Borrower to Bank on April 30 of each year; and (5f) within thirty (30) days after filing with of the Securities Exchange Commissionlast day of each fiscal quarter, a report signed by Borrower’s Reports on Form 10-K, 10-Qin 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 8-K; (vi) prompt notice the status of (A) any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual Property; Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and (vii) budgets, sales projections, operating plans and other accounts payable. Borrower shall deliver to Bank with the monthly financial information reasonably requested statements a Compliance Certificate signed by Collateral Agenta Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Reports on Form 10-K, 10-Q, Accounts and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on appraise Collateral at Borrower’s or another website expense, provided that such audits will be conducted no more often than every six (including xxx.xxx.xxx6) on the Internetmonths unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer (provided that such monthly financials may not reflect expensing of equity instruments under and in accordance with FASB 123R); (ii) as soon as available, but no later than one hundred twenty (120) in any event within 95 days after the last day end of Borrower’s fiscal year, or as soon thereafter as required (or extended) by Securities and Exchange Commission, the audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q as and filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (v) Borrower shall provide promptly upon receipt, each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, management letter prepared by Borrower’s Reports on Form 10-K, 10-Q, independent certified public accounting firm regarding Borrower’s management control systems; and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each Subsidiaries’ operations during such period, prepared in accordance with GAAP (except for (a) the consolidated operations omission of Borrower footnotes, (b) accounting adjustments relating to stock compensation, equity, partnership and its Subsidiaries for such month certified by a Responsible Officer collaboration agreements, (c) normal year-end adjustments, and (d) adjustments required or permitted to conform to GAAP), and in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; provided, that after a Qualified Public Offering, the foregoing interim financial statements shall be delivered no later than thirty (30) days after the filing with the SEC for each fiscal quarter then ended; (ii) as soon as available, but no later than in any event within one hundred twenty eighty (120180) days after the last day end of Borrower’s fiscal year, commencing with the fiscal year ending December 31, 2014, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion on (except for going concern comments or qualifications based upon the history of accumulated losses and related impact upon the amount of cash shown in the financial statements from of Borrower or the Auditorneed to raise additional capital) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no in any event not later than five (5) days after filing with the Securities Exchange CommissionMarch 1 of each calendar year, Borrower’s Reports on Form 10-Kfinancial and business projections and budget for the then current or immediately following year, 10-Qas applicable, and 8-K; (vi) prompt notice with evidence of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of approval thereof by Borrower’s knowledge Board of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual PropertyDirectors; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) days after the last day of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K reports (provided however, in no event shall audited annual financial statements be delivered later than 150 days of fiscal year end), except that Borrower shall be required to deliver its 10-Q reports to Bank beginning the earlier of the delivery date of the initial Notice of Borrowing or June 30, 2010 but not before such date; (ii) a Compliance Certificate together with delivery of the 10-K and 10-Q reports setting forth calculations showing compliance with the financial covenants set forth herein; (iii) no later than January 31st after the end of each fiscal year, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (v) budgets, sales projections, operating plans or other financial information Bank reasonably requests; and (vi) within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries. Borrower’s 10-K, 10-Q, and 8-K reports required to be delivered pursuant hereto to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet; provided, that Borrower shall provide copies to Bank of the Compliance Certificates required by Section 6.2(a)(ii).

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-in any event within forty five (45) days after the last day end of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iib) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; Debt and all reports on Forms 10-K (v) Borrower which shall provide each Lender with, as soon as available, but no later than five be delivered within ninety (590) days after filing the end of each fiscal year of Borrower) and 10-Q (which shall be delivered within forty-five (45) days after the end of each fiscal quarter of Borrower ) filed with the Securities and Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any Subsidiary of the Intellectual PropertyFive Million Dollars ($5,000,000) or more; and (viie) such budgets, sales projectionsprojections and pipelines, operating plans and or other financial exhibits and information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentLender: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower Borrower’s and its Subsidiaries for consolidated Subsidiaries’ operations during such month certified by a Responsible Officer period, prepared in accordance with GAAP, and in a form reasonably acceptable to Collateral AgentLender; (ii) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower and its consolidated Subsidiaries prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion or otherwise consented to in writing by Lender on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Lender; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s their security holders and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against the Borrower or any of its Subsidiaries that could result in damages or costs to the Borrower or any holders of Subordinated Debtits Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by the Borrower’s independent certified public accounting firm regarding the Borrower’s management control systems; (vi) as soon as available, but no in any event not later than five January 15 of each calendar year, the Borrower’s financial and business projections and budget for such calendar year, with evidence of approval thereof by the Borrower’s Board of Directors (5copies of any Board of Directors approved revisions to projections shall be delivered to Lender within thirty (30) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Kof such approval); (vivii) prompt notice on or before the 7th Business Day of (A) any material change in the composition each calendar month, a Borrowing Base report as of the Intellectual Property, (B) quarterly notice end of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademarkimmediately preceding month, and (Cviii) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such other budgets, sales projections, operating plans and or other financial information as Lender may reasonably requested by Collateral Agentrequest from time to time. Borrower’s Reports on Form 10-KImmediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, 10-Qa written statement of the Borrower setting forth details of the Event of Default, and 8-K required the action which the Borrower has taken or proposes to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettake with respect thereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company company-prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty eighty (120180) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (except with respect to a going concern clause specifying the need for future equity financings) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board promptly upon receipt of Directorsnotice thereof, but no later than sixty a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars (60$100,000) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directorsor more; (iv) within five (5) days of deliverypromptly upon receipt, copies of all statements, reports and notices made available to all of each management letter prepared by Borrower’s security holders or to any holders of Subordinated Debtindependent certified public accounting firm regarding Borrower’s management control systems; (v) Borrower shall provide each Lender with, as soon as available, but no in any event not later than five (5) days after filing with the Securities Exchange CommissionFebruary 15 of each calendar year, Borrower’s Reports on Form 10financial and business projections and budget, presented in a month-Kby-month format, 10-Qfor such year, and 8-Kwith written certification signed by a Responsible Officer of approval thereof by Borrower’s board of directors; (vi) prompt notice 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; and (Avii) within the time periods prescribed by Section 6.8(b), a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Intellectual PropertyBorrower’s Patents, (B) quarterly notice of the registration of any copyrightCopyrights or Trademarks, including including, but not limited to, any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected Copyright not previously identified to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: on or before the Securities and Exchange Commission (ithe "SEC") as soon as available, but no later than fortydeadline for filing its Form 10-five (45) days after the last day of each calendar quarterQ, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering the Borrower's consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than one hundred twenty (120) days after on or before the last day of Borrower’s fiscal yearSEC deadline for filing its Form 10-K, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (vd) Borrower shall provide each Lender withpromptly upon receipt of notice thereof, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected result in damages or costs to materially and adversely affect the value Borrower or any Subsidiary of the Intellectual PropertyFifty Thousand Dollars ($50,000) or more; and (viie) such budgets, sales projections, operating plans and 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 a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank, within twenty (20) days after the last day of each month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts and appraise Collateral Agentat Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrower’s Reports on Borrower shall file its Form 10-K, Q and Form 10-QK with the Securities and Exchange Commission (the "SEC") in the timeframe required by the SEC. If Borrower is no longer required by deliver such information to the SEC, and 8-K required it shall provide such information to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides Bank in a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetsimilar timeframe.

Financial Statements, Reports, Certificates. Lead Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days, after the end of each calendar month, a company prepared consolidated balance sheet as at the end of such calendar month and income and cash flow statement covering Lead Borrower’s consolidated operations during such calendar month, prepared in accordance with Lead Borrower’s ordinary practices, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within forty-five (45) days after the last day end of each quarter (other than the last fiscal quarter of any calendar quarteryear), a company consolidated financial statements of Lead Borrower prepared consolidated in accordance with GAAP, consistently applied, and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month reviewed by Mxxxxx & Kxxxxxxx LLP or by another independent certified by a Responsible Officer and in a form public accounting firm reasonably acceptable to Collateral AgentBank; (iic) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Lead Borrower’s fiscal year, audited consolidated financial statements of Lead Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof Mxxxxx & Kliegman LLP or by another independent certified public accounting firm reasonably acceptable to Bank; (iiid) as soon as if not available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after through the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryinternet, copies of all reports (if any) on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and all other statements, reports and notices sent or made generally available by Lead Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (ve) Borrower shall provide each Lender withpromptly following receipt of notice thereof, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected result in damages or costs to materially such Borrower of Two Hundred and adversely affect the value of the Intellectual PropertyFifty Thousand Dollars ($250,000) or more; and (viif) such budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. (including information related to the verification of any Borrower’s Reports on Form 10-K, 10-Q, and 8-K required Accounts) as Bank may reasonably request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (455) days after Borrower files its Form 10-Q with the last day of each calendar quarterSecurities Exchange Commission ("SEC"), a company prepared consolidated and consolidating quarterly balance sheet and income statement covering the Borrower's consolidated operations of Borrower and its Subsidiaries for such month during the period, certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred twenty five (1205) days after Borrower files its Form 10-K with the last day of Borrower’s fiscal yearSEC, audited annual consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditoran independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board a prompt report of Directors, but no later than sixty any legal actions pending or threatened against Borrower that could result in damages or costs to Borrower of Five Million Dollars (60$5,000,000) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directorsor more; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later more than forty five (545) days after filing with the Securities Exchange Commissionend of each fiscal year, Borrower’s Reports on Form 10-Ka forecast for the next fiscal year, 10-Qincluding, without limitation, projected balance sheets, income statements and 8-Kcash flows; (v) upon request of Bank, such other financial information, including, budgets, sales projections, operating plans, as Bank reasonably requests; and (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark, and (C) prompt notice of Borrower’s Trademark not shown in the Intellectual Property Security Agreement or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 's 10-K, 10-Q, K and 8-K 10Q reports required to be delivered pursuant hereto to this Section shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another 's website (including xxx.xxx.xxx) on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by subsection (b) below. Bank will take reasonable and customary steps to insure that information provided to Bank pursuant to this Agreement will not be provided to Bank employees with responsibility for making any investment decisions with respect to Bank's equity ownership in Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank; (a) Deliver to Collateral Agent: (i) as soon as available, but no later than fortyin any event within twenty-five (4525) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (vd) within a reasonable time not exceeding 5 days after receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) as soon as available, but in any event within twenty-five (25) days after the end of each month, a domestic distribution sales pass through report and domestic distributor channel inventory report, as currently prepared by Borrower, in form and detail reasonably acceptable to Bank and certified by a Responsible Officer; (f) as soon as practicable, but in any event no later than five December 31 of each fiscal year, a budget and projections by fiscal quarter for the next four fiscal quarters, including projected consolidated balance sheets and statements of income and retained earnings (5or comparable statements) and changes in financial position and cash flow of the Borrower, all approved by Borrower's board of directors, and all in form and detail acceptable to Bank; (g) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (h) within thirty (30) days after filing with of the Securities Exchange Commissionlast day of each fiscal quarter, a report signed by Borrower’s Reports on Form 10-K, 10-Qin 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 8-K; (vi) prompt notice the status of (A) any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower's intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within three (C3) prompt days after the end of each week in which an Advance is outstanding, or, if no Advance is outstanding, within three (3) days after the end of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable. Within three (3) days after the end of each month, Borrower shall deliver to Bank aged listings of accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right prior to the initial Advance and from time to time thereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense (not to exceed $5,000 per audit), provided that such audits will be conducted no more often than four (4) times in any calendar year unless an Event of Default has occurred and is continuing. Borrower shall immediately provide Bank with written notice upon (i) the occurrence of Borrower’s knowledge an Event of Default (as such term is defined in the Nortel Networks Note), (ii) the occurrence of any event that could reasonably be expected upon the lapse of time or the giving of notice would constitute or give rise to materially and adversely affect an Event of Default (as such term is defined in the value Nortel Networks Note), (iii) a Change of Control (as such term is defined in the Intellectual Property; and Nortel Networks Note), or (viiiv) budgetsany other event or occurrence requiring mandatory redemption or repayment of amounts owing under the Nortel Networks Note, sales projectionsother than upon the Nortel Networks Note's Maturity Date of February 7, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet2009.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than in any event within forty-five (45) days after the last day end of each calendar fiscal quarter, a company prepared consolidated and consolidating balance sheet sheet, income statement, cash flow statement and income statement recurring revenue report covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, 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 all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to such Loan Party or such Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more or any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget (on a quarterly basis, including income statements, balance sheets and cash flow statements, by quarter) for the immediately following year, with evidence of approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved and contemporaneously with delivery or approval by Borrower’s Board of Directors, any updates or changes thereto; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time, (viii) promptly following any request therefor, information and documentation reasonably requested by Collateral Agent. Borrower’s Reports on Form 10Bank for purposes of compliance with applicable “know your customer” and anti-Kmoney-laundering rules and regulations, 10-Qincluding, without limitation, the Patriot Act and the Beneficial Ownership Regulation, (ix) prompt notice of the creation or acquisition of any Subsidiary, and 8-K required to (x) within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of governmental approvals or requirements of law or that could reasonably be delivered pursuant hereto shall be deemed expected to have been delivered a material effect on any of the governmental approvals or otherwise on the date on which operations of Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetany of its Subsidiaries.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet sheet, and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty fifty (120150) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; provided, however, that such financial statements for Borrower’s fiscal year ended December 31, 2017 shall be delivered to Bank no later than January 31, 2019; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, management letter prepared by Borrower’s Reports on Form 10-K, 10-Q, and 8-Kindependent certified public accounting firm regarding Borrower’s management control systems; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time, provided, that Borrower shall deliver to Bank Board of Directors approved financial plans within sixty (60) days of the previous fiscal year end; and (vii) upon Bank’s request, a report signed by Collateral Agent. Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetIntellectual Property.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flows covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; provided, however, that such monthly financial statements need not contain notes or footnotes (“GAAP Notes”) that may be required by GAAP; provided, further, that if such monthly financial statements do include GAAP Notes, such GAAP Notes will be included in the monthly financial statements that are delivered to Bank; (ii) as soon as available, but no later than one hundred twenty (120) in any event within 150 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion opinion, which is either (a) unqualified, (b) qualified only for going concern (so long as Borrower’s investors provide additional equity as needed) or (c) otherwise consented to in writing by Bank, on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as annual budget approved by Borrower’s Board of DirectorsDirectors as soon as available but not later than January 15 of each year during the term hereof; (iv) within five (5) days of deliveryif applicable, any copies of all statements, reports and notices material to the Bank’s interest and relationship with Borrower and sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) Borrower shall provide each Lender withpromptly upon receipt of notice thereof, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any Subsidiary of the Intellectual Property$250,000 or more; and (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. request from time to time; and (viii) as soon as available, but in any event within 30 days after the end of each calendar month, a written update on the progress of Borrower’s Reports on Form 10-Kclinical trials, 10-Q, and 8-K required along with any updates pertaining to be delivered pursuant hereto shall be deemed to Borrower’s clinical trials that have been delivered on the date on which Borrower posts such report or provides a link thereto on provided to Borrower’s or another website (including xxx.xxx.xxx) on the InternetBoard of Directors.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating (if any) balance sheet sheet, income statement, and income statement of cash flows covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred twenty (120) in any event within 180 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating (if any) financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with (if required by the Investment Agreement) an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; provided however for the Auditor2015 fiscal year such financial statements may be company prepared and no audit will be required; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as annual budget approved by Borrower’s Board of DirectorsDirectors as soon as available but in any event within 30 days after each fiscal year end during the term of this Agreement; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) Borrower shall provide each Lender withpromptly upon receipt of notice thereof, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened in writing against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any Subsidiary of the Intellectual Property$250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans and plans, information relating to clinical updates or other financial information as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Collateral AgentLenders: (i) as soon as available, but no later than forty-five (45) 30 days after the last day of each calendar quartermonth, a company company-prepared unaudited financial statements consisting of a consolidated and consolidating balance sheet and sheet, an income statement and a cash-flow statement covering the Borrower's consolidated operations of Borrower during the period, in a form acceptable to Lenders and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than one hundred twenty (120) 90 days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditoran independent certified public accounting firm acceptable to Lenders; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices made available to all of Borrower’s 's security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q and 8-KK filed with the Securities and Exchange Commission, if any; (viiv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more, any order, judgment or decree being entered against Borrower or any of its properties or assets involving a sum, together with the sum of all other orders, judgments or decrees, of $100,000 or more; (v) prompt, and in all events within 10 days after Borrower becomes aware of such circumstance, notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark, Trademark not shown in any intellectual property security agreement between Borrower and (C) prompt notice of Borrower’s Lenders or knowledge of any an event that could reasonably be expected to materially and adversely affect affects the value of the Intellectual Property; (vi) prompt, and in all events within 10 days after Borrower becomes aware of such circumstance, notice of any actual or prospective change, development or event which has had or could reasonably be expected to have a Material Adverse Change; (vii) prompt, and in all events within 10 days after Borrower becomes aware of such circumstance, notice of the existence and nature of a Default or an Event of Default, stating that such notice is a "Notice of Default"; and (viiviii) budgets, sales projections, operating plans and or other financial information Lenders reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetrequest.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower during such period, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; provided, however, that after the occurrence of the IPO such statements shall be delivered within fifteen (15) days after the end of each calendar quarter; (iib) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, K and 10-Q, Q filed with the Securities and 8-KExchange Commission; (vid) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars (A$100,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within twenty-five (25) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower's intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual Property; Property Security Agreement delivered to Bank by each Borrower in connection with this Agreement. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and (vii) budgets, sales projections, operating plans accounts payable and other backlog/bookings reports. Borrower shall deliver to Bank with the monthly financial information reasonably requested statements a Compliance Certificate signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on a Responsible Officer in substantially the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetform of Exhibit D hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-in any event within thirty (30) days after the end of each calendar month and within forty five (45) days after the last day end of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal yearyear (beginning with Borrower’s fiscal year ending December 31, 2012) , audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all material statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty in any event within thirty (6030) days after the last day beginning of Borrower’s fiscal year, Borrower’s financial and business projections and operating budget for current fiscal year as approved that year, with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; (ivvii) 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; and (viii) within five thirty (530) days of deliverythe last day of each fiscal quarter, copies 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 all statementsany Patents, reports Copyrights or Trademarks and notices made available to all the status of Borrower’s security holders any outstanding applications or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withregistrations, as soon well as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer (for the avoidance of doubt, such Company prepared financial statements shall not be required to have accompanying notes or schedules); (ii) as soon as available, but no later than one hundred twenty (120) in any event within 180 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) annual budget approved by Borrower’s board of directors as soon as available after approval thereof by Borrower’s Board of Directors, but no not later than sixty (60) days after January 30th of each year during the last day term of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directorsthis Agreement; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) Borrower shall provide each Lender withpromptly upon receipt of notice thereof, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any Subsidiary of the Intellectual Property$500,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Collateral Agent: Bank; (i) as soon as available, but no later than forty-in any event within twenty five (4525) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty eighty (120180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and l0-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no later than in any event twenty five (525) days prior to the end of Borrower’s fiscal year, a draft operating plan for the subsequent fiscal year; (vii) as soon as available, but in any event thirty (30) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice beginning of Borrower’s knowledge fiscal year, an operating plan approved by Borrower’s board of any event that could reasonably be expected directors and in form and substance acceptable to materially and adversely affect the value of the Intellectual PropertyBank; and (viiviii) such other budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank (a) Deliver provided that any such financial statements that are available to Collateral Agent: Bank on the SEC’s website shall be deemed delivered without further action by Borrower): (i) as soon as available, but no later than forty-five in any event within one hundred twenty (45120) days (or such earlier time as is required by the SEC) after the last day end of each calendar quarterBorrower’s fiscal year, a company prepared audited consolidated and consolidating balance sheet and income statement covering the consolidated operations financial statements of Borrower and its Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified, except for going concern for fiscal year 2009, or otherwise consented to in writing by Bank on such month financial statements of an independent certified by a Responsible Officer and in a form public accounting firm reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred twenty in any event within thirty (12030) days after the last day of each month when the Liquidity Ratio set forth in Section 6.7(b) includes consideration of Borrower’s Eligible Accounts (or, otherwise, thirty (30) days after the end of each of Borrower’s first, second and third fiscal yearquarters (or such earlier time as may be mandated by the SEC from time to time)), audited consolidated unaudited financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directorsand when filed, but no later than sixty (60) days after all reports on Forms 10-K and 10-Q filed with the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of DirectorsSEC; (iv) within five (5) calendar days following receipt of deliverynotice thereof, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and have a Material Adverse Effect if decided adversely affect to Borrower (or otherwise require the value of Company to report the Intellectual Propertysame to the SEC); (v) within five (5) calendar days following receipt thereof, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (viivi) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. request from time to time, including but not limited Borrower’s Reports on Form financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors, within thirty (30) days of each calendar year end; provided that Borrower shall deliver to Bank, within ten (10) days of approval thereof and, in any event, no later than January 31, Borrower’s Board of Directors-Kapproved budget for 2011 (including monthly balance sheet, 10-Qprofit and loss statement and cash flow statements), and 8-K required to be delivered pursuant hereto which shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet.attached hereto as Annex I.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Collateral AgentBank, in each case at both the San Xxxx and the Boston addresses referenced in Section 10: (i) as soon as available, but no later than forty-five within thirty (4530) days after the last day end of each calendar quarterquarter (or, if there are any outstanding Credit Extensions under this Agreement, within thirty (30) days after the end of each month) a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and a Compliance Certificate signed by a Responsible Officer in a substantially the form reasonably acceptable to Collateral Agentof Exhibit D hereto; (ii) as soon as available, but no later than in any event within one hundred twenty fifty (120150) days after the last day end of Borrower’s fiscal year, audited consolidated 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 (provided that such financial statements for the Auditorfiscal year ended December 31, 2004 shall be delivered on or before May 31, 2006); (iii) as soon as to the extent Borrower is a public company, copies of all statements, reports and notices sent or made available after approval thereof 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; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (v) on or before the earlier of (A) the date such projections are approved by Borrower’s Board of Directors, but no later than sixty Directors and (60B) days after the last day March 1 of Borrower’s each fiscal year, Borrower’s financial projections for current Borrower for the forthcoming fiscal year year, as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. Borrower shall deliver to the Banks: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within forty-five (45) days after the last day end of each calendar fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations during such period, certified by an officer of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s 's fiscal year, audited consolidated and unaudited consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (ivc) within five (5) days of deliveryfiling, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q and 8-KK filed with the Securities and Exchange Commission; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could would reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any Subsidiary of the Intellectual PropertyTwo Hundred Fifty Thousand Dollars ($250,000.00) or more; and (viie) upon the reasonable request of any Bank, such budgets, sales projections, operating plans and plans, consolidating financial statements or other financial information as such Bank may reasonably requested request from time to time. Borrower shall deliver to the Banks with the quarterly financial statements a Compliance Certificate signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on a Responsible Officer in substantially the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetform of Exhibit D attached hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers shall deliver the following to Collateral Administrative Agent: (ia) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day of each calendar fiscal quarter, an aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income cash flow statement covering the consolidated Borrowers’ operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Administrative Agent and its Subsidiaries for such month certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer and in a substantially the form reasonably acceptable to Collateral Agentof Exhibit C hereto; (iic) as soon as available, but no later than in any event within one hundred twenty eighty (120) days after the last day end of Borrower’s Borrowers’ fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Administrative Agent; (iiid) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but in any event no later than sixty the earlier to occur of thirty (6030) days after following the last day beginning of Borrower’s each fiscal year or the date of approval by such Borrowers’ board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, Borrower’s financial projections for current fiscal year as presented in a monthly format, approved by Borrower’s Board Borrowers’ board of Directorsdirectors, and in a form and substance acceptable to Administrative Agent in its reasonable business judgment (each, a “Financial Plan”); (ive) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withDebt and, as soon as availableif applicable, but no later than all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Ksuch filing; (vif) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against a Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to a Borrower or any Subsidiary of the Intellectual PropertyFive Hundred Thousand Dollars ($500,000) or more; and (viig) such budgets, sales projections, operating plans and or other financial information as Administrative Agent may reasonably requested by Collateral Agentrequest from time to time. Borrower’s Reports on Form 10-KAdministrative Agent shall, 10-Qpromptly upon receipt, make available to the Lenders copies of all statements, reports and 8-K required notices received from Borrowers pursuant to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetthis Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral Agent: (i) (A) at all times prior to a Cash Trigger Event, as soon as available, but no later than in any event within forty-five (45) days after the last day end of the first three (3) fiscal quarters of each calendar quarterfiscal year, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Loan Parties’ operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentAgent and certified by a Responsible Officer, and (B) at all times after a Cash Trigger Event, as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet and income statement covering the Loan Parties’ operations during such period, in a form reasonably acceptable to Agent and certified by a Responsible Officer; (ii) within five (5) days after Borrower submits its Form 10-K with the Securities and Exchange Commission, consolidated financial statements of Borrower and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, and audited by a certified public accountant; (iii) copies of all statements, reports and notices sent or made available generally by any Loan Party to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed by any Loan Party or any Subsidiary with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof by any Loan Party, a report of any legal actions pending or threatened in writing against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to any Loan Party or any Subsidiary of Five Million and 00/100 Dollars ($5,000,000) or more; (v) promptly upon receipt by any Loan Party, each management letter prepared by such Loan Party’s independent certified public accounting firm regarding such Loan Party’s management control systems; (vi) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for current fiscal year as approved the upcoming year, with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; and (ivvii) within five such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Agent may reasonably request from time to time. (5a) days of delivery, copies of Not later than at all statements, reports and notices made available times prior to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender witha Cash Trigger Event, as soon as available, but no later than in any event within forty-five (45) days after the end of each fiscal quarter, and at all time after a Cash Trigger Event, as soon as available, but in any event within thirty (30) days after the end of each calendar month, the Borrower shall deliver to Agent, in a form reasonably acceptable to Agent, (i) reconciliations of all of the Loan Parties’ Accounts as shown on the report for the immediately preceding month to Loan Parties’ accounts receivable agings, to Loan Parties’ general ledger and to Loan Parties’ most recent financial statements, (ii) a detailed aged trial balance of all Accounts as of the end of the preceding fiscal quarter or calendar month, as applicable, specifying each Account’s debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and upon the request of Agent, including such proof of delivery, copies of invoices above $10,000 and invoice registers, copies of related 19 documents, repayment histories, status reports and other information as Agent may reasonably request, (iii) accounts payable agings, and (iv) accounts receivable agings. (b) Within thirty (30) days after the end of each month, Borrower shall deliver to Agent a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (c) Promptly upon, but in any event within three (3) Business Days of any Responsible Officer of Borrower becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Agent a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which the Loan Parties have taken or proposes to take with respect thereto. Borrower may deliver to Agent on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Agent shall be entitled to rely on the information contained in the electronic files, provided that Agent in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also, upon the request of Agent, deliver to Agent by U.S. Mail, reputable overnight courier service or hand delivery, within five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice Business Days of (A) any material change in the composition submission of the Intellectual Propertyunsigned electronic copy, (B) quarterly notice each submission bearing the physical signature of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral AgentResponsible Officer. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet.6.3

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower and its Subsidiaries for during such month period, certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty within fifteen (6015) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryupon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, K and 10-Q, Q filed with the Securities and 8-KExchange Commission; (vid) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of (A) any material change in the composition of the Intellectual PropertyProperty Collateral, (B) quarterly notice of the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark, Trademark not specified in any intellectual property security agreement between Borrower and (C) prompt notice of Borrower’s Bank or knowledge of any an event that could reasonably be expected to materially and adversely affect effects the value of the Intellectual PropertyProperty Collateral; and (viif) such budgets, sales projections, operating plans and 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 Collateral Agent. Borrower’s Reports on Form 10-Ka Responsible Officer in substantially the form of Exhibit C hereto, 10-Qtogether with aged listings of accounts receivable and accounts payable; provided, and 8-K Borrower shall not be required to deliver the aged listings of accounts receivable and accounts payable for any month in which no Obligations are outstanding under this Agreement. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website conducted no more often than every six (including xxx.xxx.xxx6) on the Internetmonths unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than in any event within forty-five (45) days after the last day end of each calendar fiscal quarter, a company prepared consolidated and consolidating balance sheet sheet, income statement, cash flow statement and income statement recurring revenue report covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty eighty (120180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, 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 all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more or any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget (on a quarterly basis, including income statements, balance sheets and cash flow statements, by quarter) for the immediately following year, with evidence of approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved and contemporaneously with delivery or approval by Borrower’s Board of Directors, any updates or changes thereto; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time, (viii) promptly following any request therefor, information and documentation reasonably requested by Collateral Agent. Borrower’s Reports on Form 10Bank for purposes of compliance with applicable “know your customer” and anti-Kmoney-laundering rules and regulations, 10-Qincluding, without limitation, the Patriot Act and the Beneficial Ownership Regulation, (ix) prompt notice of the creation or acquisition of any Subsidiary, and 8-K required to (x) within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of governmental approvals or requirements of law or that could reasonably be delivered pursuant hereto shall be deemed expected to have been delivered a material effect on any of the governmental approvals or otherwise on the date on which operations of Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetany of its Subsidiaries.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company company-prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower during such period, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) beginning with the fiscal year ending December 31, 2002, as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vid) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars (A$100,000) or more; (e) 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; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual PropertyProperty Collateral, (B) quarterly notice of the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Property Security Agreement delivered to Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) in any event within 50 days after the last day end of each calendar fiscal quarter, a company company-prepared consolidated and consolidating balance sheet sheets and income statement statements covering the Borrower's consolidated and consolidating operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and quarterly fiscal period, in a form reasonably acceptable to Collateral Agentthat fairly presents, in all material respects, the financial condition of Borrower as of the end of such quarterly fiscal period, and certified by one of the Responsible Officer; (iib) as soon as available, but no later than one hundred twenty (120) in any event within 100 days after the last day end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently appliedapplied (except as otherwise disclosed in such financial statements), together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm of recognized national standing; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; Debt and all reports on Forms 10-K (vwithin 100 days of fiscal year end) Borrower shall provide each Lender with, as soon as available, but no later than five and 10-Q (5within 50 days of fiscal quarter end) days after filing filed with the Securities and Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vid) prompt promptly upon receipt of written notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could would reasonably be expected to materially and adversely affect the value of the Intellectual Propertyhave a Material Adverse Effect; and (viie) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (f) within 30 days of reasonable written request from Bank (which request may not be made more than twice per calendar year unless an Event of Default has occurred and is continuing), a report signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Qin 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 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report status of any outstanding applications or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetregistrations.

Financial Statements, Reports, Certificates. Borrower ------------------------------------------- shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower's fiscal year, audited consolidated financial statements of 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; (c) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (d) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within forty-five (45) days after the last day of each calendar quarter, a company prepared consolidated quarter and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than within one hundred twenty (120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAPBorrower shall deliver to Bank, consistently applied, together with an unqualified opinion on the financial statements from required herein, a Compliance Certificate signed by a Responsible Officer in substantially the Auditor; form of Exhibit D hereto. --------- Within thirty (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (6030) days after the last day end of Borrower’s fiscal yeareach month, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withdeliver to Bank a written certification in form and substance satisfactory to Bank, as soon as availablesigned by a Responsible Officer, but no later than five (5) days after filing confirming Borrower's compliance with the Securities Exchange Commissionminimum cash requirement set forth in Section 6.9 herein. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, Borrower’s Reports on Form 10-K, 10-Q, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetis continuing."

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within forty-five (45) days after the last day end of each calendar quarter, a Borrower’s report on Form 10-Q, including Borrower’s company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; financial statements, (iib) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’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 the Auditor; (iii) as soon as available after approval thereof by of an independent certified public accounting firm reasonably acceptable to Bank and Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports report on Form 10-K, 10-Q, and 8-K; (vic) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or overtly threatened against Borrower or any Subsidiary that is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Five-Hundred Thousand Dollars (A$500,000) or more; (d) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any material Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightmaterial Trademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual PropertyProperty Security Agreement delivered to Bank by Borrower in connection with this Agreement; and (viie) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time generally prepared by Collateral AgentBorrower in the ordinary course of business. Borrower shall deliver to Bank with the quarterly 10Q report a Compliance Certificate (including covenant calculations providing detail acceptable to Bank) signed by a Responsible Representative in substantially the form of Exhibit C hereto, provided that Borrower shall deliver covenant calculations for the covenant set forth in Section 6.8 within thirty (30) days of the last day of each month at all times that the aggregate balance of Borrower’s Reports on Form 10-K, 10-Q, unrestricted cash and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on cash equivalents located in the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website United States minus the aggregate balance of all Indebtedness (including xxx.xxx.xxxwithout limitation any Contingent Obligations) on the Internetowing from Borrower to Bank, is less than Thirty Five Million Dollars ($35,000,000).

Financial Statements, Reports, Certificates. (a) Deliver Borrowers shall deliver the following to Collateral Administrative Agent: (ia) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day of each fiscal quarter, an aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income cash flow statement covering the consolidated Borrowers’ operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Administrative Agent and its Subsidiaries for such month certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer and in a substantially the form reasonably acceptable to Collateral Agentof Exhibit D hereto; (iic) as soon as available, but no later than in any event within one hundred twenty eighty (120180) days after the last day end of Borrower’s Borrowers’ fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Administrative Agent; (iiid) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but in any event no later than sixty the earlier to occur of thirty (6030) days after following the last day beginning of Borrower’s each fiscal year or the date of approval by such Borrowers’ board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, Borrower’s financial projections for current fiscal year as presented in a monthly format, approved by Borrower’s Board Borrowers’ board of Directorsdirectors, and in a form and substance acceptable to Administrative Agent in its reasonable business judgment (each, a “Financial Plan”); (ive) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withDebt and, as soon as availableif applicable, but no later than all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Ksuch filing; (vif) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against a Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to a Borrower or any Subsidiary of the Intellectual PropertyFive Hundred Thousand Dollars ($500,000) or more; and (viig) such budgets, sales projections, operating plans and or other financial information as Administrative Agent may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated (and consolidating to the extent prepared by Borrower, consolidating) balance sheet sheet, income statement, and income statement of cash flows covering the consolidated Borrower’s operations during such period, together with an aging of Borrower accounts receivable and its Subsidiaries for such month certified by a Responsible Officer and payable, each in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred twenty (120) in any event within 180 days after the last day end of Borrower’s fiscal year, audited consolidated (or such other level as is required by the Investment Agreement) financial statements of Parent, consolidating Borrower’s financial information, prepared under in accordance with GAAP, consistently applied, together with an opinion which is either unqualified opinion or qualified only for going concern on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as annual budget approved by Borrower’s Board of DirectorsDirectors as soon as available but not later than January 15th of each year during the term of this Agreement; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed by Parent with the Securities and Exchange Commission (the “SEC”), provided, however, that any report, including Parent’s reports on Forms 10-K and 10-Q, required to be filed by Parent with the SEC pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be deemed to have been delivered to Bank so long as such reports are available for viewing either at Parent’s website or at the SEC’s website, xxx.xxx.xxx; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Kor any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (vi) prompt notice promptly upon receipt, each management letter prepared by Parent’s independent certified public accounting firm regarding Parent’s management control systems; (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (viii) within 30 days of (A) the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBorrower shall deliver lo Bank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred twenty (120) in any event within 150 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating (if applicable) financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented lo in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting fim1 reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as annual budget approved by Borrower’s Board of DirectorsDirectors as soon as available but not later than January 15th of each year during the term of this Agreement; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Kor any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) prompt notice promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (Aviii) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated and consolidating operations of Borrower during such period, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (vd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, as soon as available, but no later than five or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars (5$50,000) or more in excess of insurance coverage that has not been taken by Borrower's insurance company subject to any reservation; (e) within thirty (30) days after filing with the Securities Exchange Commissionend of each month, Borrower’s Reports Borrower shall deliver to Bank a report in substantially the same form that was presented to Bank as of the Closing Date on Form 10the pool of Eligible Contracts and actual sensor units shipped measured against the number contracted for and sensor revenue by fee-K, 10for-Q, and 8-Kusage contracts; (vif) prompt notice such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (Ag) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower's intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark or Patent not specified in EXHIBITS A, patent or trademarkB, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual Property; and Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within thirty (vii30) budgetsdays after the last day of each month, sales projections, operating plans and other Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of the usage agreement report submitted to the Bank as of the Closing Date. Borrower shall deliver to Bank with the monthly financial information reasonably requested statements a Compliance Certificate signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on a Responsible Officer in substantially the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetform of EXHIBIT C hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than fortyin any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet and income statement covering Borrower’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP (subject to normal year-end adjustments and without all required footnotes), and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within forty five (45) days after the last day end of each calendar fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP (subject to normal year-end adjustments and without all required footnotes), in the consolidated operations of same form as the most recent financial statements with respect to Borrower and its consolidated Subsidiaries for such month delivered to Bank and certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iiiii) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s fiscal year, audited consolidated and unaudited consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on and in the same form as the most recent financial statements from with respect to Borrower and its consolidated Subsidiaries delivered to Bank, together with, for the Auditoraudited consolidated financial statements only, an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank, which includes, as of the Closing Date, the accounting firm of Xxxxxxxx LLP; provided, however, that Bank may, in its reasonable business judgment, deem such firm unacceptable after the Closing Date; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no in any event not later than five (5) days after filing with the Securities Exchange CommissionJuly 31 of each year, Borrower’s Reports on Form 10-Kfinancial and business projections and budget for the then current or immediately following year, 10-Qas applicable, and 8-K; (vi) prompt notice with evidence of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of approval thereof by Borrower’s knowledge board of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertydirectors; and (vii) such other budgets, sales projections, operating plans plans, financial exhibits or other information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and other (viii) (A) simultaneously with the delivery of the financial information statements required under clause (iii) (unless an Event of Default has occurred and is continuing, in which case, upon demand by Bank), a report signed by Borrower, in form reasonably requested by Collateral Agent. acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetIntellectual Property.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers shall deliver the following to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the end of each quarter, a company prepared consolidating and consolidated income and cash flow statements covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer (except that, when Borrowers’ Senior Debt to EBITDA Ratio is in excess of 1.50 to 1.00, Borrower shall deliver such consolidating and consolidated income statements within thirty (30) days after the last day of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agentmonth); (ii) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated 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 able to practice before the AuditorSEC; (iii) as soon as available after approval thereof by Borrower’s Board copies of Directors, but no later than sixty all reports on Forms l0-K and 10-Q filed with the SEC (60within five (5) days of SEC standard filing date); (iv) promptly after receipt by a Responsible Officer of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) within 90 days of the last day end of each fiscal year of Borrower’s , an annual budget for the next fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such other budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time generally prepared by Collateral Agent. Borrower in the ordinary course of business; and (vii) if Borrower files any applications for, or obtains registration for, any material Patents, Copyrights or Trademarks during a given fiscal quarter, then Borrower shall, within thirty (30) days of the last day of such fiscal quarter, deliver to Bank a report signed by Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet.in form

Financial Statements, Reports, Certificates. Deliver to Foothill: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth during each of Borrowers' fiscal years, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flow covering Borrowers' operations during such period, provided, however, that the consolidated first month with respect to which Borrowers shall provide such statement of cash flow shall be for Borrowers' operations during the month of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentJuly, 2000; (iib) as soon as available, but no later than one hundred twenty in any event within (120forty-five) (45) days after the last day of Borrower’s fiscal yeareach June 30, audited consolidated financial statements prepared under GAAP, consistently appliedEach month, together with an unqualified opinion on the financial statements from provided pursuant to Section 6.3(a) and (b), Borrowers shall deliver to Foothill a certificate signed by the Auditor; chief financial officer of Parent to the effect that: (i) all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the 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 that such representations and warranties relate solely to an earlier date), (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event month that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on 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 report Borrower and the Borrower or provides a link thereto on Borrower’s or another website Guarantor to whom such Borrower proposes to make such Intercompany Loan is Solvent (including xxx.xxx.xxxexcept as otherwise expressly permitted pursuant to Section 7.13) as of the end of the immediately preceding month; and (v) on the Internetdate 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 (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, accountants, or other third parties to deliver to Foothill, at Borrowers' expense, copies of Borrowers' financial statements, papers related thereto, and other accounting records of any nature in its possession, and to disclose to Foothill any information they may have regarding Borrowers' business affairs and financial conditions.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form and certified by an Officer of Borrower reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified (except as to going concern status) opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (ivc) within five (5) days of deliveryfiling, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q and 8-KK filed with the Securities and Exchange Commission; (vid) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars (A$50,000) or more; (e) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement, (f) as soon as available, updated financial projections of Borrower, and (Cg) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and 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 Collateral Agenta Responsible Officer in substantially the form Exhibit D hereto, together with aged listings of accounts receivable and accounts payable. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto. Bank shall have a right prior to the initial Advance and from time to time thereafter to audit Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Accounts at Borrower’s or another website expense, provided that such audits will be conducted no more often than every twelve (including xxx.xxx.xxx12) on the Internet.months unless an Event of Default has occurred and is continuing,

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating cash balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and statement, in a form reasonably acceptable to Collateral Agent; Bank and certified by a Responsible Officer, (ii) as soon as available, but no later than one hundred twenty (120) in any event within 45 days after the last day end of each fiscal quarter of Borrower, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within 90 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directorsan independent certified public accounting firm reasonably acceptable to Bank; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Kor any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) prompt notice promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (Aviii) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within forty seven (4547) days after the last day end of each calendar quarterof the first three fiscal quarters of each year, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month period certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (ii) as soon as available, but no later than in any event within one hundred twenty (120122) days after the last day end of Borrower’s each fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Material Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Material Subsidiary of One Million Dollars ($1,000,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no later than five in any event within sixty (560) days after filing with the Securities Exchange Commissionend of each Borrower’s fiscal year, Borrower’s Reports on Form 10-Kfinancial and business projections and budget for the immediately following year, 10-Q, and 8-Kwith evidence of approval thereof by Borrower’s board of directors; (vivii) prompt notice such annual budgets, annual sales projections, annual operating plans or other annual financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (Aviii) within sixty (60) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed with the U.S. Patent and Trademark Office or the U.S. Copyright Office in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright registered with the U.S. Patent and Trademark Office or the U.S. Copyright Office not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-within five (455) days after of filing same quarterly with the last day of each calendar quarterSecurities and Exchange Commission (the "SEC"), a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form and certified by an officer of Borrower reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than one hundred twenty within five (1205) days after of filing same annually with the last day of Borrower’s fiscal yearSEC, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (ivc) within five (5) days of deliveryfiling, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q and 8-KK filed with the Securities and Exchange Commission; (vid) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars (A$100,000) any material change in the composition or more; (e) within thirty (30) days of the Intellectual Propertyapproval thereof, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in budgets or to any copyright, patent forecasts or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertyrevisions thereto; and (viif) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably request from time to time. Within fifteen (15) days after the last day of each quarter during which Advances are requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Qor outstanding (excluding Letters of Credit), and 8-K required in connection with any Advance (excluding Letters of Credit) (unless a Borrowing Base Certificate has been provided within the last thirty (30) days), Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with an aged listing of accounts receivable (by invoice date). Borrower shall deliver to Bank with the quarterly financial statements, within five (5) days of filing same quarterly with the SEC, 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 delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website conducted no more often than every twelve (including xxx.xxx.xxx12) on the Internetmonths unless an Event of Default has occurred and is continuing."

Financial Statements, Reports, Certificates. Borrower agrees to deliver to Lender or caused to be delivered to Lender (provided that, the reporting requirements of this Section 6.9 shall be satisfied in the event Parent makes timely filings with the SEC the required filings of Forms 10-Q or 10-K (as applicable)), (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within forty-five (45) days after the last day end of each calendar quarterquarter during each of Parent’s fiscal years, a company prepared consolidated and consolidating balance sheet and sheet, income statement and cash flow statement, covering the consolidated operations of Borrower Parent’s and its Subsidiaries for Subsidiaries’ operations, on a consolidated basis, during such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; period, (iib) as soon as available, but no later than one hundred twenty in any event, within thirty (12030) days after the last day end of Borrower’s fiscal yeareach month, audited consolidated financial statements prepared under GAAPa monthly Borrowing Base Certificate, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but in any event no later than five April 30th of each year, financial statements of Parent and its Subsidiaries, on a consolidated basis, for the prior fiscal year, audited by a certified public accountant reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, (5d) concurrently with the delivery of the financial statements referred to in Sections 6.9(a) and (c), a Compliance Certificate executed by the chief financial officer or treasurer of Parent (i) stating that to the best of such Person's knowledge, no Event of Default has occurred and is continuing, or if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.3, 6.4, 6.5, and 6.6, as applicable, (e) as soon as available, but in any event no later than the earlier of (i) 30 days after the filing with thereof or (ii) 30 days after the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; filing deadline established by the Internal Revenue Service (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright“IRS”), including any subsequent ownership right extensions (provided that Parent shall deliver to Lender written evidence of Borrower in or any such extension prior to any copyrightthe regular filing deadline established by the IRS), patent or trademarkParent’s tax return for the preceding fiscal year of Parent, and (Cf) prompt notice of Borrowersuch other documents and reports as Lender may reasonably require. Parent’s knowledge of any event that could reasonably be expected audited financial statements shall include a balance sheet, profit and loss statement, cash flow statement, and, if prepared, an accountants' letter to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet.management

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lender: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within forty-five (45) days after the end of each calendar quarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lender and certified by a Responsible Officer (the “Quarterly Financial Statement”), together with details of Borrower’s Recurring Revenue reported for the most recent quarter-end, provided, however, to the extent any such financial statements are included in materials otherwise filed with the Securities and Exchange Commission (the “SEC”), such financial may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on Borrower’s behalf on an Internet or intranet website; (b) as soon as available, but in any event within one hundred twenty days (120) days after the end of Borrower’s fiscal year, audited consolidated financial statements of 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 Lender (the “Annual Financial Statement”), provided, however, to the extent any such financial statements are included in materials otherwise filed with the Securities and Exchange Commission (the “SEC”), such financial may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on Borrower’s behalf on an Internet or intranet website (c) as soon as available, but in any event within forty-five (45) days after the end of each calendar quarter, a company prepared report on key operating metrics tracked by Borrower covering Borrower’s consolidated operations during such period, including, without limitation, analysis of: (i) gross dollar retention, (ii) net dollar retention, (iii) logo retention and (iv) any other key performance indicators tracked by Borrower; (d) copies of, or internet links to, 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; (e) promptly upon receipt of notice thereof, a report of any legal actions pending against Borrower or any Subsidiary that could result in damages to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (f) within sixty (60) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Borrower’s Board of Directors, together with any related business forecasts used in the preparation of such annual financial projections; (g) within sixty (60) days prior to the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, Borrower’s anticipated Recurring Revenue budget, as approved by the Borrower’s Board of Directors, for the following fiscal year (the “Financial Projections), and (h) such budgets, sales projections, operating plans or other financial information as Lender may reasonably request from time to time. Within forty-five (45) days after the last day of each calendar quarter, commencing with the calendar quarter ended December 31, 2020, Borrower shall deliver to Lender a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently appliedExhibit C hereto, together with an unqualified opinion aged listings of accounts receivable and accounts payable and a computer file with information on all Recurring Revenue included in the Borrowing Base Certificate, including but not limited to, current detailed information on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies identities of all statementsAccount Debtors, reports current balances owed, addresses and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) email contacts. Borrower shall provide each deliver to Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange CommissionQuarterly Financial Statements and the Annual Financial Statement, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice a Compliance Certificate signed by a Responsible Officer in substantially the form of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetExhibit D hereto.

Financial Statements, Reports, Certificates. Borrower shall deliver ------------------------------------------- to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s 's fiscal year, audited consolidated 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 accepted to the AuditorBank (Xxxxxx Xxxxxxxx shall be deemed to be acceptable to the Bank); (iiic) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could be reasonably likely to result in a Material Adverse Effect; and (d) such budgets, sales projections, operating plans or other financial information as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty Bank may reasonably request from time to time. Within thirty (6030) days after the last day of Borrower’s fiscal yeareach month, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withdeliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, as soon as available, but no later than five together with aged listings of --------- Accounts. Within thirty (530) days after filing with the Securities Exchange Commissionlast day of each month, Borrower shall deliver to Bank 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 Reports on Form 10-K's Accounts at Borrower's expense, 10-Q, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetis continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty eighty (120180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no later than five (5) in any event within 30 days after filing with from the Securities Exchange Commissionbeginning of each fiscal year, Borrower’s Reports on Form 10-Kannual financial and business projections and operating budget for such year, 10-Q, and 8-K; (vi) prompt notice with evidence of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of approval thereof by Borrower’s knowledge board of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertydirectors; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) days in any event within 30 days, after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet sheets and income statement statements covering the consolidated operations of Borrower and its Subsidiaries for the other Credit Parties during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer of Borrower; (ii) as soon as available, but no later than one hundred twenty (120) days in any event within 45 days, after the last day end of each of the first three calendar quarters, consolidated balance sheets and income statements covering the operations of Borrower and the other Credit Parties during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer of Borrower; (iii) as soon as available, but in any event within 90 days, after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower and the other Credit Parties prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (or otherwise consented to in writing by Bank) on the such financial statements from of one of the Auditor“Big 4” accounting firms; (iiiiv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryavailable, copies of all statements, reports and notices sent or made available generally by Holdings to all of Borrower’s its security holders or to any holders and all reports of Subordinated DebtHoldings on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal action pending or threatened against Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) or any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event other Credit Parties that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any of the Intellectual Propertyother Credit Parties of $500,000 or more; and (viivi) such budgets, sales projections, operating plans and other financial information generally prepared by Borrower or any of the other Credit Parties in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP (except for the absence of footnotes and subject to normal year end adjustments), consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, provided that such financial information shall only be required on a quarterly basis if no later than fortyEvent of Default has occurred which is continuing and there are no outstanding Credit Extensions; (b) 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, within 10 days of the Securities and Exchange Commission standard filing date, all reports on Forms 10-five K and 10-Q filed with the Securities and Exchange Commission (45beginning Borrower's Form 10-K for the fiscal year ended December 31, 2001); (c) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (d) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, consolidating financial statements of Borrower prepared in accordance with GAAP, including consolidating balance sheet, income statement and cash flow, consistently applied; and (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business. Within fifteen (15) days after the last day of each calendar quartermonth during which any Advances were outstanding at any time, Borrower shall deliver to Bank a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightExhibit C hereto, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial such information as is reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-QBank from time to time, and 8-K required aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such audits will be delivered pursuant hereto shall conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Notwithstanding the foregoing, at any time that no Credit Extensions are outstanding, such audits will be deemed conducted no more than once every twelve (12) months so long as no Event of Default has occurred which is continuing, provided that Borrower may not request nor receive any Credit Extension unless an audit has been conducted within the six months immediately prior to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetCredit Extension was made.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flow, covering the consolidated Borrower's operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty fifty (120150) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) on the such financial statements from the Auditorof a PCAOB-registered independent certified public accounting firm reasonably acceptable to Bank (Bank acknowledges that CohnReznick LLP is acceptable); (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 8-K. 10- K and 10-Q as and when filed with the Securities and Exchange Commission, provided that prompt notice from Borrower to Bank of the filing of such statements, reports, notices and forms on XXXXX shall be considered sufficient delivery of such statements, reports, notices and forms pursuant to the requirements of this Section 6.2; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000.00) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower's independent certified public accounting firm regarding Borrower's management control systems; (vi) as soon as available, but no in any event not later than five January 31 of each calendar year, and within seven (57) days after filing with the Securities Exchange Commissionof any board-approved modifications thereto, Borrower’s Reports on Form 10's financial and business projections and budget, presented in a month-Kby-month format, 10for such year, with written certification signed by a Responsible Officer of approval thereof by Borrower's board of directors; provided that Borrower's board approved 2018-Q2019 plan shall have been provided to, reviewed and 8-Kapproved by Bank prior to the Closing Date; (vivii) prompt notice 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; and (Aviii) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower's Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected Copyright not previously identified to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetBank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank. Notwithstanding the Auditorforegoing, Borrower shall deliver its (a) fiscal year 2009 annual consolidated and consolidating financial statements by May 31, 2011 and (b) fiscal year 2010 annual consolidated and consolidating financial statements by July 15, 2011, which financial statements shall be prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, management letter prepared by Borrower’s Reports on Form 10-K, 10-Q, and 8-Kindependent certified public accounting firm regarding Borrower’s management control systems; (vi) prompt notice 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; and (Avii) within sixty (60) days after the end of Borrower’s fiscal year, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyright, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetCopyright.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Collateral AgentAgent by email to the address specified pursuant to Article 11 (and Agent shall deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information contained therein: (i) as soon as available, but no later than in any event within the earlier of (x) forty-five (45) days after the last day end of each calendar quarterquarter and (y) the date on which delivered to the SEC, Parent’s consolidated financial statements including a company prepared consolidated cash flow statement, income statement and consolidating balance sheet for the period reported, and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agentof Parent; (ii) if a Default or Event of Default has occurred and is continuing, as soon as available, but in any event within thirty (30) days after the end of each calendar month (in form and substance satisfactory to the Required Lenders), Parent’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible Officer of Parent; (iii) as soon as available, but no later than in any event within the earlier of (x) one hundred and twenty (120) days after the last day end of BorrowerParent’s fiscal yearyear and (y) the date on which delivered to the SEC, audited consolidated financial statements prepared under of Parent in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable the AuditorInitial Lenders; (iiiiv) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty in any event within thirty (6030) days after prior to the last day end of BorrowerParent’s fiscal year, Borrower’s an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for current such fiscal year as approved by Borrower’s Board of Directorsyear, presented in a quarterly format reasonably acceptable to the Required Lenders; (ivv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by any Loan Party to its security holders and debt holders, when made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Ksuch holders; (vi) prompt promptly upon receipt of written notice thereof, a report of any legal actions pending or threatened against any Loan Party that could reasonably be deemed to result in damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), (A) copies of any material change amendments, waivers, consents or other modifications to any Intermediation Facility Documents or any other documents relating to Indebtedness in the composition excess of the Intellectual PropertyThreshold Amount, as applicable, (B) quarterly notice notices of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K default required to be delivered pursuant hereto shall be deemed to any Intermediation Facility Documents, or any other documents relating to Indebtedness in excess of the Threshold Amount, as applicable, (C) notices of material adverse changes, and (D) notice of any Change of Control; (viii) other financial information as Agent or any Lender may reasonably request from time to time promptly after such request and (ix) environmental, social and corporate governance related materials reasonably requested by the Lenders, including the BlackRock ESG Questionnaire within 75 days after the end of each year. Notwithstanding the foregoing, any Lender may request to not receive any information that may constitute material non-public information from the Agent, it being acknowledged that such documents or information may include amendments or requests for amendment that have been delivered on designated as “private side” information by the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement or monthly bank and investment statements covering the Borrower's consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form and certified by an officer of Borrower reasonably acceptable to Collateral AgentBank, together with investment statements; (iib) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (ivc) within the earlier of five (5) days of deliveryfiling and five (5) days of the applicable reporting deadline, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q (together with Borrower's quarterly financial statements) and 8-KK filed with the Securities and Exchange Commission; (vid) prompt promptly upon receipt of notice thereof, a written report to the Bank of any legal actions pending or threatened against Borrower or any Subsidiary that is likely to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars (A$250,000) for any material change individual action or which action may cause damages which could have been asserted against Borrower or its Subsidiaries to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the composition aggregate; (e) all press releases and any and all other forms of public information, within a reasonable time, in Bank's sole discretion, following the Intellectual Property, (B) quarterly notice distribution date of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertysame; and (viif) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on a Responsible Officer in substantially the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetform of EXHIBIT D hereto.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank shall receive: (i) from Borrower, as soon as available, but no later than forty-five (45) 60 days after the last day of each calendar fiscal quarter (except the 4th quarter), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during the consolidated operations of Borrower and its Subsidiaries for such month period certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; provided, however, that Tailwind shall not have to provide such financial statements prior to December 31, 2004, with the first financial statements of Tailwind delivered under this clause being with respect to the first fiscal quarter of 2005; (ii) from Partners Group, as soon as available, but no later than one hundred twenty 60 days after the last day of each fiscal quarter (120except the 4th quarter), a company prepared consolidated balance sheet and income statement covering Partners Group’s consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank; (iii) from Borrower, as soon as available, but no later than 120 days after the last day of Borrower’s fiscal year, company prepared balance sheet and income statement covering Borrower’s operations during such fiscal year certified by a Responsible Officer and in a form reasonably acceptable to Bank; (iv) from Partners Group, as soon as available, but no later than 120 days after the last day of Partners Group’s fiscal year, company prepared consolidated balance sheet and income statement covering Partners Group’s consolidated operations during such fiscal year certified by a Responsible Officer and in a form reasonably acceptable to Bank; (v) from Borrower, as soon as available, but no later than 120 days after the last day of the applicable fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, for each Principal Fund evidencing such Principal Fund’s payment to Borrower of the Management Fees, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available an independent certified public accounting firm reasonably acceptable to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-KBank; (vi) from Borrower, a prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration report of any copyright, including any subsequent ownership right of legal actions pending or threatened against Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower of the Intellectual Property$100,000 or more; and (vii) from Borrower, budgets, sales projections, operating plans and or other financial information Bank reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetrequests.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) in any event within 25 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower during such period and its Subsidiaries for such month certified by a Responsible Officer and year to date, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred twenty within five (1205) days after their being filed with the last day SEC, but in any event within 95 days after the end of Borrower’s 's fiscal year, Borrower's Form 10-K which shall include audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (ivc) within five (5) days after their being filed with the SEC, but in any event within fifty (50) days after the end of deliveryeach fiscal quarter of Borrower, Borrower's Form 10(Q); (d) within fifteen (15) days after their being filed with the SEC or any other regulatory agency, a copy of all documents filed with the SEC or such other regulatory agency; (e) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (vf) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Kor any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $50,000 or more; (vig) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (h) within 30 days of the last day of each fiscal quarter, a report signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Qin form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower's Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and 8-K required C of the Intellectual Property Security Agreement delivered to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Bank by Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) beginning with the month ending June 30, 2007, as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank (the "Monthly Financial Statements"), provided however, Borrower shall not be required to deliver the Monthly Financial Statements with respect to any month during which Borrower maintained at all times unrestricted cash at Bank in an amount equal to at least two (2) times the maximum amount of the Revolving Line; (ii) as soon as available, but no later than forty-five (45) days after the last day of each calendar quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower and its Subsidiaries for such month during the period certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank (the "Quarterly Financial Statements"), provided however, as of the quarter ending on June 30, 2007 and thereafter, Borrower shall not be required to deliver the Quarterly Financial Statements with respect to any quarter during which Borrower delivered the Monthly Financial Statements for each of the three (3) months during such quarter; (iiiii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s 's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directorsan independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s 's security holders or to any holders of Subordinated Debt; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower's or another website on the Internet; (vi) a prompt report of any legal actions pending or threatened in writing against Borrower shall provide each Lender with, or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; (vii) as soon as available, but no later than forty-five (545) days after filing Board approval, and at least annually and in connection with the Securities Exchange Commissionany material changes, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property's Board approved financial projections; and (viiviii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral AgentBank. Borrower’s Reports on Form 's 10-K, 10-Q, and 8-K reports required to be delivered pursuant hereto to Section 6.2(a)(v) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s 's or another website (including xxx.xxx.xxx) on the Internetinternet.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than in any event within forty-five (45) days after the last day end of each calendar fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty fifty (120150) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion opinion, which is unqualified, other than as to a going concern comment, or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no in any event not later than five (5) days after filing with the Securities Exchange CommissionJanuary 15 of each calendar year, Borrower’s Reports on Form 10-Kquarterly financial and business projections and budget for that year, 10-Q, and 8-Kwith evidence of approval thereof by Borrower’s board of directors; (vivii) prompt notice 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; and (Aviii) upon Bank’s request, within forty-five (45) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times: (i) as soon as available, but no later than forty-five (45) in any event within 45 days after the last day end of each calendar quarterof Parent’s first three fiscal quarters of any fiscal year, a company prepared (a) unaudited consolidated and consolidating balance sheet and income statement statements of cash flow covering the consolidated operations of Borrower Parent’s and its Subsidiaries for Subsidiaries’ operations during such month certified by period (which in the case of consolidating financial statements will be in the form consistent with such consolidating financial statements provided to the Initial Lenders prior to the Closing Date), together with a Responsible Officer corresponding discussion and in analysis of results from management , and (b) a form reasonably acceptable to Collateral Agent; (ii) Compliance Certificate as soon as available, but no later than one hundred twenty (120) in any event within 90 days after the last day end of Borrowereach of Parent’s fiscal years, (c) consolidated financial statements of Parent and its Subsidiaries for each such fiscal year, audited consolidated by independent certified public accountants reasonably acceptable to Agent (it being understood that Cherry Bekaert LLP is acceptable to Agent) and certified, without any qualifications (including any (A) “going concern” or like qualification or exception (other than any qualification that is expressed solely with respect to, or expressly resulting solely from, an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered) or (B) qualification or exception as to the scope of such audit), by such accountants to have been prepared in accordance with GAAP (such audited financial statements prepared under GAAPto include a balance sheet, consistently appliedincome statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management), together with an unqualified opinion on the (x) a corresponding customary discussion and analysis of results from management and (y) consolidating financial statements of Parent and its Subsidiaries for such fiscal year in the form consistent with such consolidating financial statements provided to the Initial Lenders prior to the Closing Date, and (d) a Compliance Certificate, promptly, but in any event within 5 days after any Borrower has knowledge of, (e) any event or condition that constitutes a Default or an Event of Default, notice of such event or condition and a statement of the curative action that Borrowers propose to take with respect thereto, (f) any default or breach under, or termination of, any Material Contract of any Loan Party or Subsidiary, notice of such default, breach or termination and a statement of the curative action that Borrowers propose to take with respect thereto, (g) any material development in connection with disputes with suppliers to or customers of the Borrowers, including, without limitation, commencement and completion of arbitration, notice of such material development, (h) that any Loan Party or its Subsidiaries, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in any Group Member: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or Government Drug Rebate Program or is the Auditorsubject of a proceeding seeking to assess such penalty; (iii) has been convicted (as soon as available after approval thereof that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (iv) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; any pending or threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit or Registration, (i) any allegations of licensure violations or fraudulent acts or omissions involving any Loan Party or any of its Subsidiaries, (j) the pending or threatened imposition of any material fine or penalty by Borrower’s Board any Governmental Authority under any Health Care Law against any Loan Party or any of Directorsits Subsidiaries, (k) the exclusion or debarment from any Government Drug Rebate Program or other federal healthcare program or debarment or disqualification by any Governmental Authority of any Loan Party, any of its Subsidiaries, or any of their officers, directors, employees, agents, or contractors, and (l) to the extent any 2015 Note Purchase Documents, 2017 Note Purchase Documents, 2017 Term Facility Document or Treximet Note Purchase Document is amended, modified, refinanced or otherwise changed pursuant to the terms of Section 6.6(a)(ii) of the Agreement, copies of any such amendment, modification, refinancing or other change. promptly, but no later than sixty in any event within 5 days of any Borrower providing or receiving, as applicable, (60m) copies of all settlement agreements entered into by a Loan Party, (n) any notice received by a Loan Party or any of its Subsidiaries alleging potential or actual violations of any Health Care Law, (o) any notice that any Regulatory Authority is limiting, suspending or revoking any Registration, requiring adverse changes to the marketing classification, distribution pathway or parameters, or labeling of the products of any Loan Party or any of its Subsidiaries, or considering any of the foregoing, (p) any notice, including, but not limited to, a Form FDA-483, untitled letter, warning letter, or notice of violation letter, that any Loan Party or any of its Subsidiaries has become subject to any Regulatory Action, and (q) any notice that any Product of any Loan Party or any of its Subsidiaries has been seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings seeking the withdrawal, recall, suspension, import detention, or seizure of any Product are pending or threatened against any Loan Party or any of its Subsidiaries. Promptly, but in any event within 15 days after (r) form 10-K annual reports, and the same are required to be filed with the SEC, (s) form 10-Q quarterly reports, promptly after the commencement thereof or any material development therein, but in any event within 5 days after the last day service of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board process with respect thereto on Parent or any of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Propertyits Subsidiaries, (Bt) quarterly notice of the registration commencement or any material development in all actions, suits, or proceedings brought by or against Parent or any of its Subsidiaries before any copyrightGovernmental Authority (i) alleging a potential or actual violation of Health Care Laws, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (Cii) prompt notice of Borrower’s knowledge of any event that which could otherwise reasonably could be expected to materially and adversely affect result in a Material Adverse Effect. upon the value reasonable request of Agent or the Intellectual Property; and Required Lenders, (viiu) budgets, sales projections, operating plans and any other financial information reasonably requested by Collateral Agentrelating to the financial condition of Parent or its Subsidiaries. Borrower’s Reports on Form 10-K, 10-Q, and 8-K Documents required to be delivered pursuant hereto to Section 5.1 of the Agreement in respect of information filed by any Loan Party with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) items have been made publicly available on the Internet.SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Schedule 5.2 Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times, in form reasonably satisfactory to Agent:

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering the Borrower’s consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer of Borrower in substantially the form of Exhibit C hereto; (iib) as soon as available, but no later than in any event within one hundred twenty eighty (120180) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty copies (60which may be in electronic form) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (vd) promptly after any officer of any Credit Party obtains knowledge thereof, a report of any legal actions pending or threatened in writing against Borrower shall provide each Lender with, or any Subsidiary that would reasonably be expected to result in damages or costs to Borrower or any Subsidiary to the extent the amount in controversy exceeds $100,000 individually or $150,000 in the aggregate; (e) as soon as available, but no later than five in any event within thirty (530) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice start of Borrower’s knowledge fiscal year, an operating budget in a form reasonably acceptable to Bank and approved by Borrower’s board of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertydirectors; and (viif) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time; (g) within ten (10) Business Days after the reasonable request of Bank, a report signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Qin 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 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report status of any active or provides pending material United States Patent, Copyright or Trademark applications or registrations; and (h) within thirty (30) days after the last day of each month, a link thereto on deferred revenue schedule along with aged listings of accounts receivable and accounts payable of Borrower’s or another website (including xxx.xxx.xxx) on the Internet.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet statement of cash flow covering Borrower's operations during such period; and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (iib) as soon as available, but no later than one hundred twenty (120) in any event within 90 days after the last day end of each of Borrower’s 's fiscal years, financial statements of Borrower for each such fiscal year, audited consolidated 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 shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared under GAAPon a consolidating basis so as to present Borrower and each such related entity separately, consistently appliedand on a consolidated basis. Together with the above, together Borrower also shall deliver to Agent, with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal yearcopies to each Lender, Borrower’s financial projections for current fiscal year as approved 's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower’s Board of Directors; (iv) within five (5) days of deliveryBorrower with the SEC, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withif any, as soon as availablethe same are filed, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Qor any other information that is provided by Borrower to its shareholders, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information report reasonably requested by Collateral the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent. Borrower’s Reports on Form 10-K, 10-Qwith copies to each Lender, and 8-K required a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered pursuant hereto shall be deemed to any one or more members of the Lender Group hereunder have been delivered prepared in accordance with GAAP (except, in the 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 Borrower, (ii) the representations and warranties of Borrower 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), (iii) for each month that also is the date on which Borrower posts a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such report or provides a link thereto on Borrower’s or another website period with the applicable financial covenants contained in Section 7.20, and (including xxx.xxx.xxxiv) on the Internetdate of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Potential Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), 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). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering the Borrower’s consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but in any event within (i) one hundred fifty (150) days of Borrower’s fiscal year ended 2001 (which shall reflect no later than material adverse changes from the company-prepared financial statements for the same period) and, thereafter, (ii) one hundred twenty (120) days after the last day end of Borrower’s fiscal year, in each case audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business, including but not limited to Borrower’s Reports on Form 10-Kannual business plan (including operating budget) within thirty (30) days following Borrower’s fiscal year end; and (f) within thirty (30) days of the last day of each fiscal quarter, 10-Qa 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 8-K; (vi) prompt notice the status of (A) any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual Property; Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and (vii) budgets, sales projections, operating plans and other accounts payable. Borrower shall deliver to Bank with the monthly financial information reasonably requested statements a Compliance Certificate signed by Collateral Agenta Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Reports on Form 10-K, 10-Q, Accounts and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on appraise Collateral at Borrower’s or another website expense, provided that such audits will be conducted no more often than every six (including xxx.xxx.xxx6) on the Internetmonths unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) if information is not timely filed with the Securities and Exchange Commission, as soon as available, but no later than in any event within forty-five (45) days after the last day end of each calendar fiscal quarter, a company prepared consolidated and consolidating balance sheet sheet, income statement, cash flow statement and income statement recurring revenue report covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) if information is not timely filed with the Securities and Exchange Commission, as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, 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 all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to such Loan Party or such Subsidiary of Five Hundred Thousand Dollars ($500,000.00) or more or any other matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; (v) promptly upon receipt, each management letter prepared by Xxxxxxxx’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no in any event not later than sixty (60) days after the last day end of Borrower’s each fiscal year, BorrowerXxxxxxxx’s financial and business projections and budget (on a quarterly basis, including income statements) for current fiscal year as approved the immediately following year, with evidence of approval thereof by Xxxxxxxx’s Board of Directors, and contemporaneously with delivery or approval by Borrower’s Board of Directors, any updates or changes thereto; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time, (viii) promptly following any request therefor, information and documentation reasonably requested by Collateral Agent. Borrower’s Reports on Form 10Bank for purposes of compliance with applicable “know your customer” and anti-Kmoney-laundering rules and regulations, 10-Qincluding, without limitation, the Patriot Act and the Beneficial Ownership Regulation, (ix) prompt notice of the creation or acquisition of any Subsidiary, and 8-K required to (x) within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of governmental approvals or requirements of law or that could reasonably be delivered pursuant hereto shall be deemed expected to have been delivered a material effect on any of the governmental approvals or otherwise on the date on which operations of Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetany of its Subsidiaries.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent, with copies to each Holder, each of the financial statements, reports, or other items set forth below at the following times in form and substance reasonably satisfactory to Collateral Agent and the Holders: (i) as soon as available, but no later than forty-five (45) in any event within 45 days after the last day end of each calendar quarterof the fiscal quarters during ICD’s fiscal year (or such longer period as the Holders may agree in their sole discretion), a company (a) an unaudited Consolidated balance sheet, income statement, statement of cash flow and statement of shareholders’ equity of the Note Parties and their Subsidiaries as at the end of such fiscal period, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared consolidated in accordance with GAAP applicable to interim financial statements generally, and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer the chief financial officer or vice president finance (or similar officer) of ICD as fairly presenting, in all material respects, the financial position of the companies being reported on and in a form reasonably acceptable their results of operations and cash flows, subject to Collateral Agentchanges resulting from year-end adjustments; (iib) a management discussion and analysis for the fiscal quarter then ended, in form and substance reasonably satisfactory to the Holders; as soon as available, but no later than one hundred twenty (120) in any event within 90 days after the last day end of BorrowerICD’s fiscal year, (c) an audited consolidated financial statements prepared under GAAPConsolidated balance sheet, consistently appliedincome statement, together with an unqualified opinion on statement of cash flow and statement of shareholders’ equity of the financial statements from Note Parties and their Subsidiaries as at the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board end of Directors, but no later than sixty (60) days after the last day of Borrower’s such fiscal year, Borrower’s setting forth in each case m comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized international standing reasonably acceptable to the Holders, which opinion shall state that such financial projections statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for current such opinion in the circumstances; (d) a Compliance Certificate from the chief financial officer or vice president-finance (or similar officer) of ICD: (i) Covenant Compliance - setting forth the information from such financial statements that is required in order to establish whether the Note Parties were in compliance with the requirements of Section 3.05(A), and reasonably detailed calculations demonstrating compliance with the financial covenants of such Section, as of the date of the financial certificates accompanying such Compliance Certificate; and (e) a management discussion and analysis for the fiscal year as approved by Borrower’s Board of Directorsthen ended, in form and substance reasonably satisfactory to the Holders; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five in any event within 30 days (5or, in the case of the last fiscal month of any fiscal quarter, 45 days) after the end of each of ICD’s fiscal month (or such longer period as the Holders may agree in their sole discretion), (f) an unaudited Consolidated balance sheet, income statement, statement of cash flow and statement of shareholders’ equity of the Note Parties and their Subsidiaries as at the end of any month, setting forth in each case in comparative form the figures for the corresponding month in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to interim financial statements generally, and certified by the chief financial officer or vice president finance (or similar officer) of ICD as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; annually, within 90 days after filing the end of each fiscal year, (g) a detailed calculation of Excess Cash Flow for such fiscal year, together with any necessary supporting documentation, certified by the Securities Exchange Commissionchief financial officer or vice president-finance (or similar officer) of ICD, Borrower’s Reports on in form and substance satisfactory to the Holders; if and when filed by ICD, (h) Form 10-KQ quarterly reports, Form 10-QK annual reports, and Form 8-KK current reports; (vii) prompt notice all registration statements (other than Form S-8 or any similar form) filed by ICD with the SEC; and (j) copies of (A) all financial statements, reports and proxy statements furnished to all shareholders of ICD, to the extent not otherwise required to be delivered under this Agreement; as soon as available, but in any material change in event within 30 days before the composition start of each of the Intellectual PropertyNote Parties’ fiscal years, (Bk) copies of Note Parties’ Projections for the forthcoming fiscal year on a quarterly notice basis, certified by the chief financial officer or vice president-finance (or similar officer) of ICD as being such officer’s good faith estimate, in light of facts and conditions known at the time, of the registration financial performance of the Note Parties and their Subsidiaries during the period covered thereby; promptly, but in any copyright, including event within 5 days after any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s Note Party has knowledge of any event or condition that could reasonably be expected to materially constitutes a Default or an Event of Default, (l) notice of such event or condition and adversely affect the value a statement of the Intellectual Propertycurative action that the Note Parties propose to take with respect thereto; promptly, but in any event within 5 days after any Note Party has knowledge thereof or the date of the furnishing of by any Note Party, (m) notice and (vii) budgetscopies of notices, sales projectionscertificates, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K statements or reports sent to or from the Note Parties in connection with the ABL Documents which are not otherwise required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report terms of this Agreement or provides a link thereto on Borrower’s any amendment, waiver, consent supplement and other modification relating to the ABL Documents or another website (including xxx.xxx.xxx) on any forbearance agreement relating to the Internet.ABL Documents; and

Financial Statements, Reports, Certificates. (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) days after the last day of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower and its Subsidiaries for such month during the period certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditoran independent certified public accounting firm acceptable to Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, financial statements and reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (viv) Borrower shall provide each Lender with, as soon as available, but no later than within five (5) days after filing of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the Securities Exchange CommissionSEC, 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 Reports website on Form 10-Kthe internet at Borrower’s website address); (v) contemporaneously with the submission of such filings or the delivery of such reports, 10-Qcopies of (A) the monthly reports delivered to the Commodity Futures Trading Commission and (B) all monthly reports delivered to, and 8-Kthe annual examination conducted by, the National Futures Association; (vi) a prompt notice report of (A) any material change in legal actions pending or, to the composition knowledge of the Intellectual PropertyBorrower, (B) quarterly notice threatened against Borrower or any of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event its Subsidiaries that could would reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any of the Intellectual Propertyits Subsidiaries of One Hundred Thousand Dollars ($100,000.00) or more; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering the Borrower's consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (ve) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower shall provide each Lender within the ordinary course of business, as soon as availableincluding but not limited to an annual business plan, but including operating budget, no later than five January 30 of each year for same year; (5f) within thirty (30) days after filing with the Securities Exchange Commissionlast day of each fiscal quarter, a report signed by Borrower’s Reports on Form 10-K, 10-Qin 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 8-K; (vi) prompt notice the status of (A) any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower's intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual PropertyProperty Security Agreement delivered to Bank by Borrower in connection with this Agreement; and (viig) budgetswithin thirty (30) days after the end of each fiscal quarter, sales projectionsa report of the percent of revenue derived from Borrower's intellectual property. Within thirty (30) days after the last day of each month, operating plans Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and other accounts payable. Borrower shall deliver to Bank with the monthly financial information reasonably requested statements for March, June, September and December, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts and appraise Collateral Agentat 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. Borrower’s Reports on Form 10-KNotwithstanding the foregoing, 10-Q, and 8-K Borrower shall be required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts pay for no more than one (1) such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetaudit, if any, per year unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within twenty (4520) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower during such period, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiic) as soon as available after approval thereof by Borrower’s Board of Directorsavailable, but no later than sixty in any event within twenty (6020) days after the last day end of Borrower’s 's fiscal yearquarter, Borrower’s financial projections a company prepared consolidating balance sheet and income statement for current fiscal year as approved by Borrower’s Board of DirectorsBorrower and each Guarantor; (ivd) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withDebt and, as soon as availableto the extent applicable, but no later than five (5) days after filing all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vie) prompt promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars (A$50,000) or more; (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time generally prepared by Borrower in the ordinary course of business; and (g) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower's intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value C of the Intellectual Property; Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within twenty (20) days after the last day of each month in which any Credit Extension is outstanding, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of accounts receivable and (vii) budgets, sales projections, operating plans and other accounts payable. Borrower shall deliver to Bank with the monthly financial information reasonably requested statements a Compliance Certificate signed by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on a Responsible Officer in substantially the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetform of Exhibit E hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred twenty (120) in any event within 95 days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (v) Borrower shall provide promptly upon receipt, each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, management letter prepared by Borrower’s Reports on Form 10-K, 10-Q, independent certified public accounting firm and 8-Kdelivered to Borrower’s Board of Directors regarding Borrower’s management control systems; (vi) prompt notice of (A) any material change in within 30 days after the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice end of Borrower’s knowledge of any event that could reasonably be expected fiscal year, an annual financial forecast, which shall include quarterly balance sheets and income statements, (in form and substance acceptable to materially and adversely affect Bank) for the value of the Intellectual Propertyimmediately subsequent fiscal year; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 25 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet sheets and income statement statements covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred twenty (120) in any event within 25 days after the last day end of each fiscal quarter of Borrower, a company prepared consolidated balance sheet and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within 90 days after the end of each fiscal year of Borrower, a company prepared draft of Borrower’s annual financial statements, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iv) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiiv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected result in damages or costs to materially and adversely affect the value Borrower or any Subsidiary of the Intellectual Property$250,000 or more; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (viii) within 30 days of the last day of each fiscal quarter, a report signed by Collateral Agent. Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetIntellectual Property.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentAgent and each Lender: (i) as soon as available, but no later than forty-five thirty (4530) days after the last day of each calendar quartermonth, a company prepared consolidated balance sheet, income statement and consolidating balance sheet and income cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentAgent and each Lender; (ii) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of a Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a qualification as to going concern or a qualification resulting solely from the scheduled maturity of the Advances occurring within one year from the date such opinion is delivered) on the financial statements from the AuditorErnst & Young LLP or another independent certified public accounting firm reasonably acceptable to Agent; (iii) as soon as available after approval thereof by Borrower’s Board of Directorsgoverning board, but no later than sixty (60) days after the last day of Borrower’s fiscal year, and as amended and/or updated, Borrower’s financial projections for the current fiscal year as approved by Borrower’s Board of Directorsyear; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender within the event that any Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”) or a link thereto on such Credit Party’s or another website on the Internet; (vi) as soon as available, but no later than five thirty (530) days after filing with the Securities Exchange Commissionlast day of each month, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition copies of the Intellectual Propertymonth-end account statements for each Collateral Account maintained by a Credit Party, (B) quarterly notice of which statements may be provided to Agent and each Lender by Borrower or directly from the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertyapplicable institution(s); and (vii) promptly (and in any event within ten (10) days of any request therefor) such readily available budgets, sales projections, operating plans plans, financial information and other financial information information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors reasonably requested by Collateral Agent. Borrower’s Reports on Form Agent or any Lender; and (viii) within ten (10-K) days after any Credit Party becomes aware of any claim or adjustment proposed for any prior tax years of any Credit Party or any of their Subsidiaries which could result in material additional Taxes becoming due and payable by such Credit Party or Subsidiary, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts notice of such report claim or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetadjustment.

Financial Statements, Reports, Certificates. (a) Deliver Parent shall deliver to Collateral Agenteach Lender: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral AgentAgent and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Collateral Agent on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Collateral Agent; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and, within five (5) days of filing, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) Borrower shall provide promptly upon receipt, each Lender with, management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no in any event not later than five (5) days after filing with the Securities Exchange CommissionFebruary 15 of each calendar year, Borrower’s Reports on Form 10-Kfinancial and business projections and budget for such year, 10-Q, and 8-Kwith evidence of approval thereof by Borrower’s board of directors; (vivii) prompt notice such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender may reasonably request from time to time; and (Aviii) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Collateral Agent, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Collateral Agent by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower's fiscal year, audited consolidated financial statements of 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; (c) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (d) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty-five (25) days after the last day of each month with respect to which either (i) Obligations under the Committed Revolving Line are outstanding, or (ii) Advances were made or Letters of Credit were issued, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable (by invoice date). Within forty-five (45) days after the last day of each calendar quarter, Borrower shall deliver to Bank with the quarterly financial statements a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified 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 (subject to Section 2.5(c)), provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and in a form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetis continuing."

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank in each case at both the Inglewood and the Boston addresses referenced in Section 10: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering the Borrower’s consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; Officer, (iib) as soon as available, but no later than in any event within one hundred twenty fifty (120150) days after the last day end of Borrower’s fiscal year, audited consolidated 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 (provided such opinion may contain a “going concern” qualification as long as the Auditor; (iii) as soon as available after approval thereof by results of Borrower’s Board of Directors, but no later than sixty (60) operations are substantially in accordance with financial budgets submitted to Bank by each year within 60 days after the last day close of Borrower’s fiscal year, Borrower’s financial projections for current each fiscal year as and approved by Borrower’s Board of DirectorsBank, which approval will not be unreasonably withheld; (ivc) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withDebt and, as soon as availableif applicable, but no later than five (5) days after filing all reports on Forms 10-K and l0-Q filed with the Securities and Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs to Borrower or any Subsidiary of the Intellectual PropertyFive Hundred Thousand Dollars ($500,000) or more; (e) such financial budgets or other financial information as Bank may reasonably request from time to time; and (viif) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. within one hundred fifty (150) days after the end of Borrower’s Reports on Form 10-Kfiscal year, 10-Qa 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 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report status of any outstanding applications or provides a link thereto on registrations, as well as any material change in Borrower’s or another website (including xxx.xxx.xxx) on intellectual property. Borrower shall deliver to Bank with the Internetmonthly financial statements, at both the Inglewood and the Boston addresses referenced in Section 10, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than once per year unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five thirty (4530) days after the last day of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred twenty eighty (120180) days after the last day of Borrower’s fiscal year, either (a) audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion, if such audited financial statements are prepared at the Auditorrequest of Borrower’s board of directors, or (b) company prepared financial statements certified by a Responsible Officer in a form acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; Debt (viv) in the event that Borrower shall provide each Lender withbecomes subject to the reporting requirements under the Securities Exchange Act of 1934, as soon as availableamended, but no later than within five (5) days after filing with the Securities Exchange Commissionof filing, Borrower’s Reports all reports on Form 10-K, 10-Q, Q and 8-KK filed with the SEC or a link thereto on Borrower’s or another website on the Internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (v) copies of all annual financial projections approved by Borrower’s board of directors, commensurate in form, substance and timing with those provided by Borrower to its venture capital and other investors and delivered to Bank simultaneously with Borrower’s venture capital and other investors; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10Bank; (vii) copies of all Bank Secrecy Act/Anti-KMoney Laundering (BSA/AML) internal and independent testing reports as requested by Bank in its reasonable discretion; and (viii) promptly, 10-Q, and 8-K required copies of any written communications with the SEC which relate to be delivered pursuant hereto shall be deemed to have been delivered on the date on which status of Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetMember Loans as “securities” under federal law.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period, on a consolidated and consolidating balance sheet basis (PROVIDED, that in the case of the monthly financial statements for the last month of each of Borrower's fiscal quarters, Borrower may satisfy the requirements of this clause (a) by its delivery of drafts of such financial statements within the aforesaid 30-day period, which shall be superseded by the quarterly financial statements included in Borrower's Form 10-Q Quarterly Reports provided pursuant to the next paragraph of this SECTION 6.3 or the annual financial statements provided pursuant to clause (b) of this paragraph, as applicable); and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (iib) as soon as available, but no later than one hundred twenty (120) in any event within 95 days after the last day end of each of Borrower’s 's fiscal years, financial statements of Borrower, on a consolidated and consolidating basis, for each such fiscal year, audited (in the case of the consolidated financial statements only) by independent certified public accountants reasonably acceptable to Agent and certified (in the case of the consolidated financial statements only), without any qualifications, by such accountants to have been prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the SEC, if any, within 5 days after the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month (other than (1) the last month of each of Borrower's first three fiscal quarters, in which case the certificate shall be provided together with the Form 10-Q Quarterly Reports provided pursuant to the immediately preceding paragraph of this SECTION 6.3, and (2) the last month of Borrower's fourth fiscal quarter, in which case the certificate shall be provided with the delivery of the annual audited financial statements), together with the financial statements from provided pursuant to clause (a) of this SECTION 6.3, Borrower shall deliver to Agent, with copies to each Lender, a certificate signed by its chief financial officer to the Auditor; effect that: (i) all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the 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 Borrower, on a consolidated and consolidating basis, (ii) the representations and warranties of each Company contained in the 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), (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event month that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on also is the date on which Borrower posts a financial covenant in SECTION 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such report or provides a link thereto on Borrower’s or another website period with the applicable financial covenants contained in SECTION 7.20, and (including xxx.xxx.xxxiv) on the Internetdate of delivery of such certificate to Agent 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 (iii), 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). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning each Company that Agent may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding each Company's business affairs and financial conditions.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) days after the last day of each calendar quarterquarter (other than the fiscal quarter ending December 31), a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower and its Subsidiaries for such month during the period certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditora nationally-recognized, independent, certified public accounting firm; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days Business Days of deliveryfiling, copies of all statements, reports on Forms 10-K and notices made available 10-Q filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to all Borrower or any Subsidiary of Borrower’s security holders Three Million Dollars ($3,000,000) or to any holders of Subordinated Debtmore; (v) Borrower shall provide each Lender with, as soon as available, but no later than five ninety (590) days after filing with the Securities Exchange Commissionend of each fiscal year, Borrower’s Reports a one (1) year (prepared on Form 10-K, 10-Q, and 8-K; (via quarterly basis) prompt notice financial projections of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyrightBorrower on a consolidated basis, including any subsequent ownership right a balance sheet and statements of income and cash flows prepared in accordance with GAAP and showing projected operating revenues, expenses and debt service of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertyon a consolidated basis; and (viivi) budgets, sales projections, operating plans and or other financial information reasonably requested by Collateral AgentBank. Borrower’s Reports on Form 10-K, 10-Q, and 8-K Documents required to be delivered pursuant hereto to this Section 6.2(a) (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 report documents, or provides a link thereto on the Borrower’s or another website (including xxx.xxx.xxx) on the InternetInternet at Borrower’s website address of xxx.xxxxxxx.xxx (or such other website address as Borrower may provide to Bank in writing from time to time); provided that: (x) to the extent Bank is otherwise unable to receive any such electronically delivered documents, Borrower shall, upon request by Bank, deliver paper copies of such documents to Bank until a written request to cease delivering paper copies is given by Bank and (y) Borrower shall notify Bank (by telecopier or electronic mail) of the posting of any such documents or provide to Bank by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than in any event within thirty (30) days after the end of each calendar month, a Borrower prepared consolidated balance sheet and income statement prepared in accordance with GAAP covering Borrower's consolidated operations during such period, in a form and certified by a Responsible Officer; (b) as soon as available, but in any event within ninety (90) days after the end of Borrower's fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied; (c) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (d) promptly upon filing, copies of all filings made with the Securities and Exchange Commission, but in any case Form 10-K within ninety (90) days after the end of Borrower's fiscal year and Form 10-Q within forty-five (45) days after the last day end of each calendar quarterof Borrower's fiscal quarters; and (e) such budgets, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form sales projections, operating plans or other financial information as Bank may reasonably acceptable request from time to Collateral Agent; time. Within ten (ii) as soon as available, but no later than one hundred twenty (12010) days after the last day of Borrower’s fiscal yeareach month, audited consolidated financial statements prepared under GAAP, consistently appliedBorrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with an unqualified opinion on aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from the Auditor; time to time hereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than every six (iii6) as soon as available after approval thereof by Borrower’s Board months unless an Event of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports Default has occurred and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver to ------------------------------------------- Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five (45) in any event within 30 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower's consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form and certified by an officer of Borrower reasonably acceptable to Collateral AgentBank; (iib) as soon as available, but no later than one hundred twenty (120) in any event within 90 days after the last day end of Borrower’s 's fiscal year (or by May 30, 1998, in the case of the 1997 fiscal year), audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified (except as to any going concern qualification) opinion on the such financial statements from the Auditorof an independent certified public accounting firm of recognized national standing; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (ivc) within five (5) 5 days of deliveryfiling, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q and 8-KK filed with the Securities and Exchange Commission; (vid) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $50,000 or more; (e) prompt notice of (A) any material change in the composition of the Intellectual PropertyProperty Collateral, (B) quarterly notice of the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark, Trademark material to Borrower's or any Subsidiary's business and (C) prompt notice of Borrower’s knowledge of not specified in any intellectual property security agreement between Borrower and Bank or any event that could reasonably be expected to materially and adversely affect affects the value of any material part of the Intellectual PropertyProperty Collateral; and (viif) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time. Within 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by Collateral Agenta Responsible Officer in substantially the form of Exhibit C hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower’s Reports on Form 10-K's Accounts at Borrower's expense, 10-Qprovided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. to Borrower's business, (ii) use commercially reasonable efforts to detect infringements of such Trademarks, Patents. Copyrights and 8-K required Mask Works and promptly advise Bank in writing of material infringements detected which could reasonably be expected to have a Material Adverse Effect and (iii) not allow any such Trademarks, Patents, Copyrights, or Mask Works to be delivered pursuant hereto abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetunreasonably withheld, unless Bank determines that reasonable business practices suggest that abandonment is appropriate.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five (45) in any event within 20 days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Borrower’s operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred twenty (120) in any event within 50 days after the last day end of each fiscal quarter of Borrower, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within 95 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directorsan independent certified public accounting firm reasonably acceptable to Bank; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-Kor any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) prompt notice of (A) any material change in the composition of the Intellectual Propertypromptly upon receipt, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of each management letter prepared by Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertyindependent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans and or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; (viii) within 95 days after the last day of each fiscal year of Borrower, a report signed by Collateral Agent. Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the InternetIntellectual Property.

Financial Statements, Reports, Certificates. Borrowers shall deliver to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later in any event within thirty (30) days after the end of each month (other than a month which is the last month of a fiscal quarter in which case subparagraph (b) below shall govern), a company prepared consolidated balance sheet and income statement covering Borrowers' consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within forty-five (45) days after the last day end of each calendar quarter, a company Company prepared consolidated and consolidating balance sheet and income statement covering the Borrowers' consolidated operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer and period, in a form reasonably acceptable to Collateral Agentand certified by an officer of Borrowers; (iic) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s each Borrowers' fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiid) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty within one (601) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices sent or made available generally by each Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q and 8-KK filed with the Securities and Exchange Commission; (vid) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected result in damages or costs to materially and adversely affect the value Borrower or any Subsidiary of the Intellectual PropertyOne Hundred Thousand Dollars ($100,000) or more; and (viie) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time. Within thirty (30) days after the last day of each month, Borrowers shall deliver to Bank a Borrowing Base Certificate signed by Collateral Agenta Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower’s Reports on Form 10-K, 10-QBorrowers shall deliver to Bank with the monthly or quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Borrowers shall deliver weekly transaction reports, and 8-K required each time an Advance is requested, for the purpose of reporting sales, audit memos and other collateral adjustments. Bank shall have a right from time to time hereafter to audit Accounts of the Borrowers at Borrowers' expense, as set forth in Section 2.5(b) hereof. Initially it is intended that such audit will be delivered pursuant hereto quarterly. The first Advance shall not be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetmade until completion of an audit of Borrowers' Accounts.

Financial Statements, Reports, Certificates. (a) Deliver The Guarantor shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for the Consolidated Group during such month certified by a Responsible Officer and period, in a form and certified by an officer of the Guarantor reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred twenty in any event within ninety (12090) days after the last day end of Borrower’s the fiscal yearyear of the Consolidated Group, audited consolidated and consolidating financial statements of the Consolidated Group, prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryfiling, copies of all statements, reports and notices sent or made available generally by the Guarantor and the Borrowers to all of Borrower’s their security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports Debt and all reports on Form 10-K, 10-Q, Q and 8-KK or similar reports filed with the Securities and Exchange Commission or any other public authority; (viiv) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyrightlegal actions pending or threatened against the Guarantors, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Designated Subsidiary that could reasonably be expected to materially and adversely affect the value result in damages or costs of the Intellectual PropertyFive Hundred Thousand Dollars ($500,000) or more; and (viiv) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested request from time to time. Within thirty (30) days after the last day of each month, the Guarantor shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by Collateral Agenta Responsible Officer in substantially the form of EXHIBIT A hereto. Borrower’s Reports on Form 10-KBank shall have a right from time to time hereafter to audit the books and records of Guarantor at Guarantor's expense, 10-Q, provided that such audits will be conducted no more often than twice in any year unless an Event of Default has occurred and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetis continuing.

Financial Statements, Reports, Certificates. (a) Deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-thirty five (4535) days after the last day of each calendar quartermonth(commencing with the month ending December 31, 2011), a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income statement covering of cash flowscovering the consolidated operations of Borrower and its consolidated Subsidiaries for such month during the period certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentBank; (ii) as soon as available, but no later than one hundred twenty eighty (120180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a “going concern” qualification) on the financial statements from the Auditoran independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available generally to all of Borrower’s security holders or to any holders of Subordinated Debt; , (viv) in the event that Borrower shall provide each Lender withbecomes subject to the reporting requirements under the Securities Exchange Act of 1934, as soon as availableamended, but no later than within five (5) days after filing with the Securities Exchange Commissionof filing, Borrower’s Reports all reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, Q and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on filed with the date on which Borrower posts such report Securities and Exchange Commission or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internet; (v) 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 One Hundred Thousand Dollars ($100,000) or more; (vi) prompt notice of an event that materially and adversely affects the value of the intellectual property that is material to the business of Borrower; (vii) annual financial projections commensurate with those provided to the Borrower’s venture capital investors, approved by the Borrower’s board of directors promptly after approval of the same by Borrower’s board of directors but no later than February 15 of each fiscal year; (viii) prompt notice of Borrower’s incurring any indebtedness outside the ordinary course of business; and (ix) other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrowers shall deliver the following to Bank: (a) Deliver to Collateral Agent: within thirty (i) as soon as available, but no later than forty-five (4530) days after the last day of each calendar quartermonth, aged listings of accounts receivable and accounts payable; (b) within thirty (30) days after the last day of each month during which Eligible Accounts are included in the Asset Coverage Ratio, with a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified Borrowing Base Certificate signed by a Responsible Officer and in a substantially the form reasonably acceptable to Collateral Agentprovided by Bank; (iic) as soon as available, but no later than in any event within thirty (30) days after the last day of each month, copies of all bank statements with respect to any depository, operating or investment accounts not maintained at Bank and a statement of Borrowers’ cash position; (d) as soon as available, but in any event within forty five (45) days after the end of each quarter, consolidated and consolidating balance sheet, income, and cash flow statements covering Borrowers’ consolidated and consolidating operations during such period, prepared by an independent certified public accounting firm acceptable to Bank and in accordance with GAAP, consistently applied, in a form acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit B hereto; (e) as soon as available, but in any event within one hundred twenty (120) days after the last day end of Borrower’s Borrowers’ fiscal year, audited consolidated financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiif) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by a Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and within five days of filing, copies of all reports on Forms 10-K and 10-Q and 8-K filed with the Securities and Exchange Commission; (vg) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower shall provide each Lender withor any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more, or any commercial tort claim (as defined in the Code) acquired by any Borrower; (h) as soon as available, but in any event no later than five thirty (530) days after filing with prior to the Securities Exchange Commissionbeginning of Borrowers’ next fiscal year, Borrower’s Reports on Form 10-Kannual operating projections (including income statements, 10-Qbalance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, approved by Borrowers’ board of directors, and 8-K; in form and substance reasonably satisfactory to Bank (vi) prompt notice of (A) any material change in the composition of the Intellectual Propertyeach, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademarka “Financial Plan”), and (Ci) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and (vii) such budgets, sales projections, operating plans and plans, other financial information including information related to the verification of Borrowers’ Accounts as Bank may reasonably requested by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required request from time to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internettime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the Borrower’s consolidated operations of Borrower during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentOfficer; (iib) 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 as soon as available, but in any event within five (5) days after the filing thereof, all reports filed with the Securities and Exchange Commission including without limitation on Forms 10-K and 10-Q; (c) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (d) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from the Auditor; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but in any event no later than sixty (60) days after the last day beginning of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as an operating budget in form reasonably acceptable to Bank and approved by Borrower’s Board board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender with, as soon as available, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports on Form 10-K, 10-Q, and 8-K; (vi) prompt notice of (A) any material change in the composition of the Intellectual Property, (B) quarterly notice of the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Propertydirectors; and (viie) such budgets, sales projections, operating plans and or other financial information as Bank may reasonably requested by Collateral Agentrequest from time to time. Agility shall have the right to review and copy Borrower’s Reports on Form 10-Kbooks and records and audit and inspect the Collateral, 10-Qfrom time to time, and 8-K required upon reasonable notice to be delivered pursuant hereto Borrower. Agility or its officers, employees, or agents shall be deemed have a right to have been delivered on the date on which Borrower posts such report or provides a link thereto on visit Borrower’s or another website (including xxx.xxx.xxx) on the Internetpremises and interview Borrower’s officers at Borrower’s expense.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Collateral AgentBank: (i) as soon as available, but no later than forty-five in any event within thirty (4530) days after the last day end of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated Modern’s and each Subsidiaries’ operations of Borrower and its Subsidiaries for during such month certified by a Responsible Officer period, prepared in accordance with GAAP, and in a form reasonably acceptable to Collateral AgentBank and certified by a Responsible Officer; (ii) as soon as available, but no later than in any event within one hundred twenty fifty (120150) days after the last day end of each fiscal year of Borrower, company prepared consolidated and consolidating financial statements of Borrower, together with a balance sheet and income statement covering Modern’s and each Subsidiaries’ operations during such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within one hundred fifty (150) days after the end of each fiscal year of Parent, commencing with the fiscal year ending December 31, 2014, company prepared consolidating financial statements of Parent, together with a balance sheet and income statement covering Parent’s and each Subsidiaries’ operations during such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by an officer of Parent; (iv) as soon as available, but in any event within one hundred fifty (150) days after the end of Parent’s fiscal year, audited consolidated financial statements of Parent prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) or otherwise consented to in writing by Bank on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Bank; (iiiv) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of deliveryif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated DebtDebt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (vvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower shall provide each Lender with, or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (vii) as soon as available, but no in any event not later than five (5) days after filing with the Securities Exchange CommissionJanuary 31 of each year, Borrower’s Reports on Form 10-Kfinancial and business projections and budget for the then current or immediately following (as applicable) year, 10-Q, and 8-Kwith evidence of approval thereof by Borrower’s board of directors; (viviii) prompt notice 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; and (Aix) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in the composition of the Borrower’s Intellectual Property, (B) quarterly notice of the registration of any copyrightProperty Collateral, including but not limited to any subsequent ownership right of Borrower in or to any copyrightTrademark, patent Patent or trademarkCopyright not specified in Exhibits A, B, and (C) prompt notice of Borrower’s knowledge C of any event that could reasonably be expected Intellectual Property Security Agreement delivered to materially and adversely affect the value of the Intellectual Property; and (vii) budgets, sales projections, operating plans and other financial information reasonably requested Bank by Collateral Agent. Borrower’s Reports on Form 10-K, 10-Q, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website (including xxx.xxx.xxx) on the Internetin connection with this Agreement.”

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lender: (a) Deliver to Collateral Agent: (i) as soon as available, but no later than forty-in any event within twenty five (4525) days after the last day of each calendar quartermonth, a company prepared consolidated and consolidating balance sheet and income statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified Compliance Certificate signed by a Responsible Officer and in substantially the form of Exhibit D hereto including a form reasonably acceptable comparison of the actual consolidated cash balance at the end of the previous month to Collateral Agentthe minimum required cash balance; (iib) as soon as available, but no later than in any event within forty five (45) days after the end of each fiscal quarter, a consolidated balance sheet, income, and cash flow statements covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, and prepared or reviewed by an independent certified public accounting firm reasonably acceptable to Lender, in a form acceptable to Lender, along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (e) as soon as available, but in any event within one hundred twenty (120) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from the Auditorof an independent certified public accounting firm reasonably acceptable to Lender; (iiid) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to all of Borrower’s its security holders or to any holders of Subordinated Debt; (v) Borrower shall provide each Lender withDebt and, as soon as availableif applicable, but no later than five (5) days after filing with the Securities Exchange Commission, Borrower’s Reports all reports on Form Forms 10-K, 10-Q, Q and 8-KK filed with the Securities and Exchange Commission; (vie) prompt promptly upon receipt of notice of (A) any material change in the composition of the Intellectual Propertythereof, (B) quarterly notice of the registration a report of any copyright, including legal actions pending or threatened against Borrower or any subsequent ownership right of Borrower in or to any copyright, patent or trademark, and (C) prompt notice of Borrower’s knowledge of any event Subsidiary that could reasonably be expected result in damages or costs to materially and adversely affect the value Borrower or any Subsidiary of the Intellectual PropertyFifty Thousand Dollars ($50,000) or more; and (viif) such budgets, sales projections, operating plans and plans, other financial information reasonably requested by Collateral Agent. including information related to the verification of Borrower’s Reports Accounts as Lender may reasonably request from time to time; provided, however, that Borrower shall not be required to provide the financial statements referred to in the preceding subsections (b) and (c) for any period with respect to which it has timely filed its reports on Form 10-Q or 10-K, 10-Qas applicable, and 8-K required to be delivered pursuant hereto shall be deemed to have been delivered on provided copies of such reports in accordance with the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website preceding subsection (including xxx.xxx.xxx) on the Internetd).