Common use of Information and Inspection Rights Clause in Contracts

Information and Inspection Rights. In the case of (x) Sections 7.1(a), 7.1(b) and 7.1(c), for so long as the Investor either (i) meets the 5% Threshold or (ii) both meets the 2.5% Threshold and is an Offtaker, (y) in the case of Section 7.1(d), for so long as the Investor must account for under the equity method under U.S. GAAP, and (z) and in the case of Section 7.1(e), for so long as the Investor or any of its Affiliates is a shareholder of the Corporation, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to: (a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries; (b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties; (c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto; (d) for the quarter ended June 30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposes; and (e) deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor's U.S. tax reporting obligations with respect to its ownership of the Corporation.

Information and Inspection Rights. In The Company covenants and agrees that, commencing on the case date of (x) Sections 7.1(a), 7.1(b) and 7.1(c)this Agreement, for so long as any Series A Shares, Series B Shares, Series C Shares, or Series C-1 Shares are outstanding, the Company shall deliver to each Series A Investor, Series B Investor, Series C Investor either or Series C-1 Investor, as the case may be: (ia) meets audited annual consolidated financial statements, within ninety (90) days after the 5% Threshold end of each fiscal year, and audited by an internationally recognized accounting firm chosen by the Company and acceptable to the Investors; (b) unaudited quarterly consolidated financial statements that compares actual results against annual budget, within forty-five (45) days after the end of each fiscal quarter; (c) unaudited monthly consolidated financial statements that compares actual results against annual budget, within twenty-one (21) days after the end of each month; (d) an annual budget within forty-five (45) days prior to the start of each fiscal year; (e) copies of all other documents or other information sent to any Person in such Person’s capacity as a shareholder of the Company; and (iif) both meets upon the 2.5% Threshold written request by such Investor, such other information as such Investor shall reasonably request (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the Investors pursuant to this Section 1.1 shall include an income statement, a balance sheet and is an Offtaker, (y) a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with accounting principles generally accepted in the case United States (the “US GAAP”). The Company further covenants and agrees that, commencing on the date of Section 7.1(d)this Agreement, for so long as an Investor holds any Preferred Shares, such Investor shall have the Investor must account for under right (the equity method under U.S. GAAP“Inspection Rights”) to (i) inspect the facilities, records and books of the Company and any of its subsidiaries (including but not limited to the PRC Subsidiary and the Domestic Enterprise) at any time during regular working hours after notice is given to the Company and (zii) discuss the business, operation and in conditions of the case of Section 7.1(e), for so long as the Investor Company or any of its Affiliates is a shareholder subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers. The Information Rights and Inspection Rights shall terminate upon consummation of the Corporationa firm commitment underwritten registered public offering by the Company of its Common Shares on the NASDAQ National Market System in the United States or any other exchange in any other jurisdiction (on any combination of such exchanges and jurisdictions) acceptable to the holders of a majority of the then outstanding Series A Shares (voting as a separate class), the Corporation shall provide holders of a majority of the Investor, its designees then outstanding Series B Preferred Shares (voting as a separate class) and its Representatives with reasonable access upon reasonable notice during normal business hours, to: the holders of a majority Series C Shares and Series C-1 Shares (avoting together as a single class) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspectionsCompany with aggregate offering proceeds (before deduction of fees, investigations and audits relating commissions or expenses) to the Corporation Company and its Subsidiariesselling shareholders, including as to the internal accounting controls and operations if any, of not less than US$40,000,000 (or any cash proceeds of other currency of equivalent value) that reflects a market valuation of the Corporation Company of not less than US$200,000,000 and its Subsidiaries; the price per share of no less than US$1.00 (b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties; (c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto; (d) for the quarter ended June 30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposes; and (e) deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor's U.S. tax reporting obligations with respect to its ownership of the Corporation“Qualified Public Offering”).

Information and Inspection Rights. In The Company covenants and agrees that, commencing on the case date of (x) Sections 7.1(a), 7.1(b) and 7.1(c)this Agreement, for so long as the Investor either holds at least 500,000 shares of Series A Preferred Stock issued under the Purchase Agreement (iincluding, for purposes of this Section 1.1, shares of the Company’s common stock, $.001 par value (the “Common Stock”) meets issuable upon conversion of Series A Preferred Stock), the 5% Threshold or Company will deliver to the Investor: (iia) both meets audited annual financial statements within 120 days after the 2.5% Threshold end of each fiscal year; (b) unaudited quarterly financial statements within 45 days of the end of each fiscal quarter; (c) an annual budget for the following fiscal year within 30 days prior to the end of each fiscal year; and is an Offtaker(d) upon the written request by the Investor, (y) in such other information as the case Investor shall reasonably request. The Company further covenants and agrees that, commencing on the date of Section 7.1(d)this Agreement, for so long as the Investor must account for holds at least 500,000 shares of Series A Preferred Stock issued under the equity method under U.S. GAAPPurchase Agreement, the Company shall permit the Investor and such agents as it may designate, at the Investor’s expense, to visit and inspect any of the properties of the Company and its subsidiaries (if any), examine their books and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its subsidiaries with their officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with the Investor and such designees such affairs, finances and accounts), and (z) consult with and advise the management of the Company and its subsidiaries as to their affairs, finances and accounts, all at reasonable times and upon reasonable notice. Any information furnished to the Investor by the Company in connection with the case foregoing shall be subject to the provisions of Section 7.1(e), for so long as 5 hereof. These information and inspection rights shall terminate upon the Investor or any closing of its Affiliates is a shareholder firm commitment underwritten public offering of shares of Common Stock in which the Corporation, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to: (a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, aggregate net proceeds from such offering to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries; Company shall be at least $80,000,000 (b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties; (c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto; (d) for the quarter ended June 30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposes; and (e) deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor's U.S. tax reporting obligations with respect to its ownership of the Corporation“Qualified Public Offering”).

Information and Inspection Rights. In (a) During the case term of (x) Sections 7.1(athis Agreement and subject to Section 3.2(d), 7.1(bSection 8.1 and the last sentence of Section 8.4, the Company shall use its reasonable best efforts to provide to the Investor (i) at the Investor’s expense, in a timely manner such information regarding the Company and 7.1(cits Subsidiaries as is reasonably necessary in order for the Investor and its Affiliates to prepare (A) the reports and accounts of the Investor or its Affiliates required under applicable listing rules of a national securities exchange, (B) the reports, accounts, registration statements, prospectuses and other filings of the Investor or its Affiliates filed or otherwise disclosed under any applicable securities Laws and (C) public earnings releases, investor presentations or other similar disclosures related to their financial reporting as determined by the Investor or its Affiliates to be consistent with best practices of public company financial reporting, disclosure or investor communications; and (ii) upon reasonable advance notice by the Investor, information requested by the Investor as is reasonably necessary in order for the Investor or its Affiliates to respond on a timely basis to regulatory or audit requirements under applicable Law or other regulatory or tax requirements. (b) In furtherance and not in limitation of the Company’s obligations set forth in Section 8.3(a), and until the first date on which the Applicable Percentage is less than ten percent (10%), the Company shall provide the following information to the Investor within the timeframes indicated: (i) as promptly as practicable and in any event by January 15, 2019, the Company Financial Statements, with respect to which the Company shall provide the Investor with a reasonable opportunity to consult with the Company and its representatives, including its independent accountants, from time to time during the preparation thereof, with respect to the progress of the preparation of such Company Financial Statements. (ii) monthly, unaudited, internal income reports for the Company prepared in accordance with GAAP as and to the extent prepared for distribution to the Board, within fifteen (15) Business Days of the end of each calendar month (such internal reports shall be in the form presented to the Board from time to time); (iii) as soon as practicable and in any event within sixty (60) calendar days of the end of each calendar quarter, an analysis of Capital Securities outstanding (economic and voting interest) at the end of the quarter, including a roll forward (total dollars and shares) of all share-related activity, such as issuances, repurchases and share-based payments, and the weighted average number of shares outstanding used in the calculation of basic and diluted earnings per share for the quarterly and year-to-date periods then ended, in each case prepared in accordance with GAAP; (iv) quarterly, final income statement, balance sheet and statement of cash flows prepared in accordance with GAAP, including a detail of all non-recurring items on a pre-tax and after-tax basis (as determined by the Company) recorded for the period within sixty (60) calendar days of the end of each calendar quarter, including a roll forward of components of equity attributable to equity holders, as well as components of other comprehensive earnings attributable to equity holders, prepared in accordance with GAAP; (v) annual audited (in accordance with GAAS) financial statements prepared in accordance with GAAP, as soon as practicable and in any event within seventy-five (75) days following the end of each calendar year (other than such annual audited financial statements for calendar year 2018 which shall be provided by March 25, 2019), for so long as any year in which the Investor either is required to present such annual audited financial statements pursuant to Rule 3-09 of Regulation S-X under the Exchange Act; (ivi) meets prior to the 5% Threshold or beginning of each fiscal year, the financial plan for such year, any other financial budgets and plans prepared for approval by the Board from time to time (iiother than such financial plan and other financial budgets and plan prepared for fiscal year 2019 which shall be provided within thirty-five (35) both meets days of the 2.5% Threshold and is an Offtaker, (y) in the case beginning of Section 7.1(dsuch fiscal year), for so long as and any revisions to such financial budgets and plans, in each case within five (5) Business Days of their approval by the Investor must account for under Board with monthly phasing to the equity method under U.S. GAAP, extent available; (vii) notice and (z) a description of any business arrangements between the Company and in any of its Subsidiaries on the case of Section 7.1(e), for so long as one hand and the Investor or any of its Affiliates is a shareholder of on the Corporationother hand, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to: (a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's and its Subsidiaries' books and records and executive management so that at such times as may reasonably be requested by the Investor may conduct reasonable inspections, investigations and audits relating in order to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiariescomply with any applicable related-party disclosure requirement; (bviii) allow within twenty-five (25) calendar days of the end of each calendar quarter, a discussion with the Company’s chief financial officer and chief accounting officer (or other persons with similar responsibilities reasonably acceptable to the Investor) regarding updates to the Company’s business and results; (ix) by January 15, its designees 2019, an opening balance sheet as of the date of this Agreement; and (x) such other information as is reasonably requested from time to time by the Investor (it being understood that such other information shall be in the form reasonably determined by Company management to be appropriate in the circumstances taking into account the purpose for which the Investor requires the information) including, without limitation, the information required under Rule 3-05 (financial statements of businesses acquired or to be acquired) and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum Article 11 (pro forma financial information) of four (4) site visits per year at Regulation S-X under the Corporation's and its Subsidiaries' properties;Exchange Act. (c) deliver Following such time as Antitrust Clearance is obtained and subject to Section 3.2(d), Section 8.1 and the last sentence of Section 8.4, the Company shall permit the Investor, forthwith following receipt thereofat the Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated pursuant to this Section 8.3(c) to provide access to any information the Board determines in good faith to be a copy trade secret or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; provided, further, that the Company shall use its commercially reasonable efforts to cooperate with the Investor to obviate or remove the need to withhold any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable information to the business, affairs and operations of extent arising from such attorney-client privilege pursuant to the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto;foregoing proviso. (d) for To the quarter ended June 30extent necessary to permit the Investor to prepare those reports described in Section 8.3(a)(i)(A) and (B) and until the first date on which the Applicable Percentage is less than ten percent (10%), 2023 the Company shall (i) cooperate, and subsequent reporting periodsuse its reasonable best efforts to cause the Company’s Auditors to cooperate, deliver at the Investor’s expense, with the Investor to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was extent reasonably determined requested by the Investor or its Representatives in consultation the preparation by the Investor or its Affiliates of public earnings releases or other press releases and any filings with the SEC or any other Governmental Body that include Company financial information and (ii) use its auditorreasonable best efforts to cause the Company’s Auditors to consent, that this information is necessary for at the Investor's financial reporting’s expense, accounting to any reference to them as experts in any filings made by the Investor or tax purposes; andits Affiliates where such consent is required under applicable Law. (e) deliver The Company’s obligations pursuant to Investor, as promptly as practicable, such information and documentation relating this Section 8.3 are subject to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying automatic modification in accordance with the Investor's U.S. tax reporting obligations with respect to its ownership terms of the CorporationSection 3.1(b) and Section 3.2(a)(i).

Information and Inspection Rights. In the case of (x) Sections 7.1(a), 7.1(b) and 7.1(c), for so long as the Investor either (i) meets the 5% Threshold The Company shall deliver to each holder of at least five hundred thousand (500,000) shares of Preferred (or Common Stock issuable upon conversion thereof; subject to appropriate adjustments for stock splits, stock dividends, combinations and other recapitalizations) (ii) both meets the 2.5% Threshold and is an Offtakereach, (y) in the case of Section 7.1(d), for so long as the Investor must account for under the equity method under U.S. GAAP, and (z) and in the case of Section 7.1(e), for so long as the Investor or any of its Affiliates is a shareholder of the Corporation, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to:“Major Holder”): (a1) provide the Investoras soon as practicable, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries; but in any event within one hundred twenty (b120) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties; (c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto; (d) for the quarter ended June 30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following days after the end of each fiscal quarter and year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (2) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, an unaudited reconciliation profit or loss statement, a statement of the Corporation's quarterly publicly issued financial statements with respect to cash flows for such fiscal quarter and audited reconciliation an unaudited balance sheet as of the Corporation's annually publicly issued end of such fiscal quarter; (3) at the time of delivery of each statement pursuant to Section 2(a)(2), a management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations; (4) no later than 10 days subsequent to board approval of such documents, (consolidated) capital and operating expense budgets, cash flow projections and income and loss projections for the Company (and its subsidiaries, if any) in respect of such fiscal year, all itemized in reasonable detail and prepared on a monthly basis, and promptly after preparation, any revisions of the foregoing; (5) promptly following receipt by the Company, each audit response letter, accountants management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its subsidiaries; (6) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that could materially adversely affect the Company or any of its subsidiaries, if any; (7) promptly upon sending, making available or filing the same, all press releases, reports and financial statements that the Company sends or makes available to its stockholders or directors or files with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposesSEC; and (e) deliver to Investor, as promptly as practicable, 8) such other information and documentation relating to the Corporation and its Affiliates financial condition, business, prospects or corporate affairs of the Company as the Investor Holder or any assignee of the Holder may reasonably request from the Corporation from time to time for purposes request, provided, however, that the Company shall not be obligated under this subsection (a)(i)(8) or any other subsection of complying with Section 2(a) to provide information which it deems in good faith to be a trade secret or similar confidential information unless the Investor's U.S. tax reporting obligations with respect Holder or assignee receiving such information shall have first entered into a confidentiality agreement acceptable in form and substance to its ownership the Company. (ii) The Company shall afford each Major Holder, at the principal offices of the CorporationCompany, reasonable access to material documents of the Company and rights to examine the books and records of the Company and to inspect the facilities and offices of the Company, upon at least five (5) days notice in advance of such visit to the Company from such Major Holder specifying which documents, offices and facilities such Major Holder wishes to inspect and the purpose of such inspection, but in any event not more than once every fiscal quarter. (iii) The Company shall deliver to each holder of at least three million (3,000,000) shares of Preferred (or Common Stock issuable upon conversion thereof; subject to appropriate adjustments for stock splits, stock dividends, combinations and other recapitalizations) copies of any materials distributed to members of the Board of Directors in connection with any meeting of the Board of Directors as and when distributed to such persons by the Company.

Information and Inspection Rights. In (a) The Company covenants and agrees that, commencing on the case of Effective Date: (xi) Sections 7.1(a), 7.1(b) and 7.1(c), for so long as the Investor either (i) meets the Series A Preferred Holders, as a group, hold 5% Threshold or more of the Company's issued and outstanding shares (on an as-converted, fully-diluted basis), the Company will deliver to each of the Series A Preferred Holders (A) audited annual financial statements within 90 days after the end of each fiscal year prepared in English with all figures expressed in United States dollars ("Annual Financial Statements"), (B) unaudited monthly financial statements within 30 days of the end of each month ("Monthly Financial Statements"), (C) an annual budget for the following fiscal year within 30 days prior to the end of the preceding fiscal year (the "Annual Budget"), and (D) copies of all documents or other information sent to any shareholder of the Company in such person's capacity as a shareholder; (ii) both meets the 2.5% Threshold and is an Offtaker, (y) in the case of Section 7.1(d), for so long as the Investor must account for under Series B Preferred Holders, as a group, hold 5% or more of the equity method under U.S. GAAPCompany's issued and outstanding shares (on an as-converted, fully-diluted basis), the Company will (A) deliver to each of the Series B Preferred Holders, Annual Financial Statements, and (zB) deliver to General Atlantic Partners 64, L.P. ("General Atlantic") and i-Hatch Ventures, LLC ("i-Hatch") (1) Monthly Financial Statements, (2) the Annual Budget, and (3) copies of all documents or other information sent to any shareholder of the Company in such person's capacity as a shareholder; (iii) for so long as SK Telecom Co., Ltd ("SKT") holds 5% or more of the Company's issued and outstanding shares (on an as-converted, fully-diluted basis), the Company will deliver to SKT (A) the Annual Financial Statements, (B) the Monthly Financial Statements, (C) the Annual Budget, and (D) copies of all documents or other information sent to any shareholder of the Company in such person' capacity as a shareholder; (iv) for so long as SAIF holds 5% or more of the Company's issued and outstanding shares (on an as-converted, fully-diluted basis), the Company will deliver to SAIF (A) the Annual Financial Statements, (B) the Monthly Financial Statements, (C) the Annual Budget, and (D) copies of all documents or other information sent to any shareholder of the Company in such person' capacity as a shareholder; and (v) for so long as Apax holds 5% or more of the Company's issued and outstanding shares (on an as-converted, fully-diluted basis), the Company will deliver to Apax (A) the Annual Financial Statements, (B) the Monthly Financial Statements, (C) the Annual Budget, and (D) copies of all documents or other information sent to any shareholder of the Company in such person' capacity as a shareholder. (i) All financial statements to be provided to such Series A Preferred Holders, any of the Series B Preferred Holders, SAIF, Apax, or SKT, as the case may be, pursuant to Section 1.1(a) shall be prepared in conformance with Generally Accepted Accounting Principles of Korea applied on a consistent basis (with comments, in the case of audited annual financial statements, on major differences between the application of Generally Accepted Accounting Principles of Korea and the application of generally accepted accounting principles applicable in the United States). The Company's external auditor shall be selected by the Representative Director, subject to approval of the Board of Directors. (ii) For purposes of Section 7.1(e1.1(a), for so long as the Investor Company shall be deemed to have satisfied its obligation to provide the financial statements to the Series A Preferred Holders or any the Series B Preferred Holders with the dispatch of its Affiliates is a shareholder such financial statements to the respective designee of each of the CorporationSeries A Preferred Holders and the Series B Preferred Holders designated in accordance with the notice provision of Section 9.1(a) (the "Delivery Recipient"). Immediately upon receipt by the Delivery Recipients of the Annual Financial Statements provided pursuant to Section 1.1(a)(ii), the Corporation i-Hatch Delivery Recipient shall provide deliver such financial statements to each respective holder of at least 74,285 shares of the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to: (a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, Series B Preferred Stock. Materials provided to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspectionsSeries A Preferred Holders, investigations and audits relating i-Hatch or General Atlantic pursuant to Section 1.1(a)(ii)(B) shall not be forwarded to the Corporation and its Subsidiaries, including as to remaining Series B Preferred Holders without the internal accounting controls and operations express written consent of the Corporation and its Subsidiaries; (b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties;Company. (c) deliver to InvestorSo long as the Series A Preferred Holders, forthwith following receipt thereofthe Series B Preferred Holders, a copy of any noticeSKT, letterSAIF, correspondence or other communication from a Governmental Entity Apax, as the case may be, respectively hold 5% or any litigation proceedings or filings involving the Corporation, in each case, in respect more of the Corporation's potentialissued and outstanding shares of the Company (on an as-converted basis), actual or alleged material violation the Company further covenants and agrees that, commencing on the date of any this Agreement, such constituency shall have inspection rights of the facilities, records, books and all Laws applicable to accounts of the Company, including discussing the business, affairs operations and operations conditions of the Corporation Company with its directors and its Subsidiaries anywhere in the worldofficers, and any responses by the Corporation in respect thereto; (d) for the quarter ended June 30to review such information as is reasonably requested; provided, 2023 and subsequent reporting periodshowever, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements that with respect to the Series B Preferred Holders, such fiscal quarter and audited reconciliation rights may only be exercised by General Atlantic or i-Hatch. For the avoidance of doubt, no shareholder shall have inspection rights pursuant to this Section 1.1(c) unless such shareholder (or group of shareholders, in the case of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAPSeries A Preferred Holders, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposes; and (eSeries B Preferred Holders and Apax) deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor's U.S. tax reporting obligations with respect to its ownership holds at least 5% of the Corporationissued and outstanding shares of the Company.

Information and Inspection Rights. In The Company covenants and agrees that, commencing on the case date of (x) Sections 7.1(a), 7.1(b) and 7.1(c)this Agreement, for so long as any Series A Shares, Series B Shares, Series C Shares, or Series C-1 Shares are outstanding, the Company shall deliver to each Series A Investor, Series B Investor, Series C Investor either or Series C-1 Investor, as the case may be: (ia) meets audited annual consolidated financial statements, within ninety (90) days after the 5% Threshold end of each fiscal year, and audited by an internationally recognized accounting firm chosen by the Company and acceptable to the Investors; (b) unaudited quarterly consolidated financial statements that compares actual results against annual budget, within forty-five (45) days after the end of each fiscal quarter; (c) unaudited monthly consolidated financial statements that compares actual results against annual budget, within twenty-one (21) days after the end of each month; (d) an annual budget within forty-five (45) days prior to the start of each fiscal year; (e) copies of all other documents or other information sent to any Person in such Person’s capacity as a shareholder of the Company; and (iif) both meets upon the 2.5% Threshold written request by such Investor, such other information as such Investor shall reasonably request (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the Investors pursuant to this Section 1.1 shall include an income statement, a balance sheet and is an Offtaker, (y) a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with accounting principles generally accepted in the case United States (the “US GAAP”). The Company further covenants and agrees that, commencing on the date of Section 7.1(d)this Agreement, for so long as an Investor holds any Preferred Shares, such Investor shall have the Investor must account for under right (the equity method under U.S. GAAP“Inspection Rights”) to (i) inspect the facilities, records and books of the Company and any of its subsidiaries (including but not limited to the PRC Subsidiary and the Domestic Enterprise) at any time during regular working hours after notice is given to the Company and (zii) discuss the business, operation and in conditions of the case of Section 7.1(e), for so long as the Investor Company or any of its Affiliates is a shareholder subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers. The Information Rights and Inspection Rights shall terminate upon consummation of the Corporation, a firm commitment underwritten registered public offering by the Corporation shall provide Company of its Common Shares on the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to: (a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's and its Subsidiaries' books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries; (b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's and its Subsidiaries' properties; (c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere NASDAQ National Market System in the world, and any responses by the Corporation in respect thereto; (d) for the quarter ended June 30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposes; and (e) deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor's U.S. tax reporting obligations with respect to its ownership of the Corporation.United

Information and Inspection Rights. In the case of (x) Sections 7.1(a), 7.1(b) and 7.1(c), for so long as the Investor either (i) meets the 5% Minimum Qualification Threshold or (ii) both meets provided, however that such requirement shall not apply during the 2.5% Threshold and is an OfftakerInterim Period), (y) in the case of Section 7.1(d), for so long as the Investor must account for under the equity method under U.S. GAAP, and (z) and in the case of Section 7.1(e), for so long as the Investor or any of its Affiliates is a shareholder of the Corporation, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to: (a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's ’s and its Subsidiaries' ’ books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries; (b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum maximum of two (2) site visits per year at the Corporation’s and its Subsidiaries’ properties unless reasonably required by the Investor to comply with applicable Laws, in which case the Corporation will allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a maximum of four (4) site visits per year at the Corporation's ’s and its Subsidiaries' ’ properties; (c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's ’s potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto; (d) for the quarter year ended June 30December 31, 2023 and subsequent quarterly and annual reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's ’s quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's ’s annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditorInvestor, that this information is necessary for the Investor's ’s financial reporting, accounting or tax purposes; and (e) deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor's ’s U.S. tax reporting obligations with respect to its ownership of the Corporation.

Information and Inspection Rights. In the case of (x) Sections 7.1(a), 7.1(b) and 7.1(c), for so long as the Investor either (i) meets the 5% Threshold or (ii) both meets the 2.5% Threshold and is an Offtaker, (y) in the case of Section 7.1(d), for so long as the Investor must account for under the equity method under U.S. GAAP, and (z) and in the case of Section 7.1(e), for so long as the Investor or any of its Affiliates is a shareholder of the Corporation, the Corporation shall provide the Investor, its designees and its Representatives with reasonable access upon reasonable notice during normal business hours, to: (a) provide the Investor, its designees and its Representatives with reasonable access, upon reasonable notice during normal business hours, to the Corporation's ’s and its Subsidiaries' ’ books and records and executive management so that the Investor may conduct reasonable inspections, investigations and audits relating to the Corporation and its Subsidiaries, including as to the internal accounting controls and operations of the Corporation and its Subsidiaries; (b) allow the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum of four (4) site visits per year at the Corporation's ’s and its Subsidiaries' ’ properties; (c) deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation's ’s potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto; (d) for the quarter year ended June 30December 31, 2023 and subsequent quarterly and annual reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation's ’s quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation's ’s annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor's ’s financial reporting, accounting or tax purposes; and (e) deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor's ’s U.S. tax reporting obligations with respect to its ownership of the Corporation.