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 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 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 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.

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 a shareholder holds 5% of (i) meets the 5% Threshold outstanding Ordinary Shares of the Company or (ii) both meets any of the 2.5% Threshold Company's Series A, Series B or Series C Preferred Shares ("SERIES C SHARES", and is an Offtakertogether with the Series A Shares and the Series B Shares, (y) in the case of Section 7.1(d"PREFERRED SHARES"), 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, toCompany will deliver to such shareholder: (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 Subsidiariesaudited annual consolidated financial statements, including as to balance sheet, income statement and statement of cash flow, within ninety (90) days after the internal end of each fiscal year, audited by a "Big 4" accounting controls and operations firm of the Corporation and its SubsidiariesCompany's choice; (b) allow unaudited quarterly financial consolidated statement within forty-five (45) days after the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum end of four (4) site visits per year at each of the Corporation's and its Subsidiaries' propertiesfirst three quarters; (c) deliver to Investorunaudited monthly consolidated financial statements, forthwith following receipt thereofincluding balance sheet, a copy income statement and statement of any noticecash flow, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect within twenty-one (21) days of the Corporation's potential, actual or alleged material violation end 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 theretoeach month; (d) an annual consolidated budget for the quarter ended June following fiscal year within thirty (30, 2023 and subsequent reporting periods, deliver to the Investor, as promptly as practicable following ) days after 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 upon the written request by the shareholder, such other information as the shareholder shall reasonably request. All financial statements to Investorbe provided to the Shareholders pursuant to this Section 1.1 shall be in reasonable detail and prepared in conformance with U.S. Generally Accepted Accounting Principles or Hong Kong Generally Accepted Accounting Principles. Each of the Group Companies further covenant and agree that, commencing on the date of this Agreement, for so long as a shareholder holds 5% of any of the Series A Shares, Series B Shares or Series C Shares, such shareholder shall have standard inspection rights of the facilities, records and books of the any of the Group Companies, including, without limitation, the right to discuss the business, operations and conditions of such Group Company with its directors, officers, accounts, legal counsel and investment bankers, provided that any such inspection will be conducted in such a manner as shall not unduly interfere with the Group Company's normal course of business. These information and inspection rights shall terminate upon the consummation of an underwritten public offering of the Ordinary Shares of the Company in the United States, that has been registered under the Securities Act of 1933, as promptly as practicableamended (the "SECURITIES ACT"), with the gross proceeds in excess of US$25,000,000, or in a similar public offering of the Ordinary Shares of the Company in a jurisdiction and on a recognized securities exchange or automated trading system outside of the United States, provided that such information and documentation relating public offering is reasonably equivalent to the Corporation aforementioned public offering in the United States in terms of price, offering proceeds 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 Corporationregulatory approval (a "QUALIFIED IPO").

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 14.1. The Company and the case Promoters agree that the Investors shall be entitled to reasonable inspection and visitation rights, at the sole cost of (x) Sections 7.1(a)the Company, 7.1(b) which shall be applicable as long as the Investors hold any Shares in the Company. 14.2. The Promoters shall cause the Company to, and 7.1(c)the Company shall, deliver the following to the Investors, 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) such Investors hold any Shares 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, toCompany: (a) provide Audited financial statements within 90 (ninety) days after 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 end of the Corporation and its Subsidiarieseach financial year; (b) allow Unaudited consolidated quarterly financial statements within 45 (forty-five) days of the Investor, its designees and its Representatives, upon reasonable notice during normal business hours, to conduct a minimum end of four (4) site visits per year at the Corporation's and its Subsidiaries' propertieseach quarter; (c) deliver to InvestorQuarterly business update, forthwith following receipt thereof, delivered as a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving presentation and an hour long conference call with Investors at such time and place as may be mutually agreed among 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 theretoParties; (d) for the quarter ended June 30, 2023 The annual budget and subsequent reporting periods, deliver annual business plan within 30 (thirty) days prior to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal financial 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 as approved by the Investor in consultation with its auditor, that this information is necessary for the Investor's financial reporting, accounting or tax purposesBoard; and (e) deliver to Investor, as promptly as practicable, Any such information and documentation relating to the Corporation and its Affiliates as the Investor Investors may reasonably request from the Corporation from time to time for purposes request, with regard to any material developments affecting Company’s business, within 7 (seven) days from the date of complying with request. 14.3. The Company further covenants that it will promptly provide to the Investor's U.S. tax reporting obligations with respect to its ownership Investors all details regarding any claim or threat of claim (including of infringement of any intellectual property rights), in the services, business or operations of the CorporationCompany. 14.4. The Company shall keep true and accurate accounting records of all operations, and such records shall be kept at the registered office of the Company or at such other place in India as the Board thinks fit and shall be open for inspection and for taking copies of such records by each Party or by its duly authorised representatives (such as lawyers, accountants or other professional advisors) at all times during normal business hours and with sufficient notice so as not to disrupt the Company’s operations. 14.5. So long as the Investors hold any Shares in the Company, they shall have full access to, and right to make copies of, all books of account, records and the like of the Company. Any information obtained by theInvestors through exercise of this right of access shall (i) be used only for purposes, which are consistent with its status as the holder of such Shares and not for the pursuit of business interests outside that of the Company; and (ii) be subject to applicable confidentiality provisions.

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 an Investor holds any Series B Shares or any ordinary shares, par value US$0.00001 per share, of the Company (the "ORDINARY SHARES"), the Company will deliver to the Investor: (a) audited annual consolidated financial statements within ninety (90) days after the end of each fiscal year, audited by a reputable international accounting firm approved by the Investors; (b) unaudited quarterly consolidated financial statements within forty-five (45) days of the end of each fiscal quarter; (c) unaudited monthly consolidated financial statements within thirty (30) days of the end of each month; (d) an annual consolidated budget for the following fiscal year within thirty (30) days prior to the end of each fiscal year; (e) copies of all documents or other information sent to any shareholder and (f) upon the written request by the Investor, such other information as the Investor either shall reasonably request (i) meets the 5% Threshold or "INFORMATION RIGHTS"). All financial statements to be provided to the Investor pursuant to this Section 1.1 shall include a balance sheet, an income statement and a statement of cash flows and shall be prepared in conformance with U.S. Generally Accepted Accounting Principles (ii) both meets "GAAP"). The Company further covenants and agrees that, commencing on the 2.5% Threshold and is an Offtaker, (y) in the case date of Section 7.1(d)this Agreement, for so long as an Investor holds any Series B Shares or Ordinary Shares, 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 shall have standard inspection rights of the Corporationfacilities, 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 books of the Corporation Company and its Subsidiaries; (b) allow the InvestorPRC Companies, its designees and its Representativesincluding, upon reasonable notice during normal business hourswithout limitation, 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 discussing the business, affairs operations and operations conditions of the Corporation Company, the PRC Affiliate, the PRC Subsidiary and any other subsidiaries with its Subsidiaries anywhere directors. officers, employees, accounts, legal counsel and investment bankers (the "INSPECTION RIGHTS"). These Information Rights and Inspection Rights shall terminate upon consummation of the an underwritten public offering of the Ordinary Shares of the Company in the worldUnited States, and any responses by that has been registered under the Corporation in respect thereto; Securities Act of 1933, as amended (d) for the quarter ended June 30"SECURITIES ACT"), 2023 and subsequent reporting periods, deliver with gross proceeds to the Investor, as promptly as practicable following the end Company in excess of each fiscal quarter US$12,000,000 and fiscal year, an unaudited reconciliation a resulting pre-offering marketing capitalization of the Corporation's quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation Company of at least US$50,000,000, or in a similar public offering 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 Ordinary Shares of the CorporationCompany in another jurisdiction which results in the Ordinary Shares trading publicly on a recognized regional or national securities exchange; provided that such offering satisfies the foregoing gross proceeds and offering price requirements (a "QUALIFIED PUBLIC OFFERING").