Common use of Information and Inspection Rights Clause in Contracts

Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Company will deliver to such Preferred Holder: (i) audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss the business, operation and conditions of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) The Company covenants Holder shall be entitled to convene a meeting with members of the Owner’s senior management team up to two times per calendar year (or such additional number as the Owner may otherwise agree) for the purpose of keeping the Holder advised of material matters in respect of the Operations and agrees thatto allow the Holder to make suggestions regarding the Operations, commencing on which the date of this AgreementOwner will consider in good faith; provided, for so long as any Preferred Holder holds any Preferred Shareshowever, that if the Owner wishes to undertake an Additional Capital Project, the Company will deliver Holder shall be entitled to such Preferred Holder: (i) audited annual consolidated financial statements promptly have convened an additional meeting with members of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) Owner’s senior management team in connection with its evaluation of such Additional Capital Project, such meeting to occur no later than 10 days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company Holder of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, Approval Matter Supporting Material in which case, within a reasonable period of time following receipt respect of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure Additional Capital Project in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”Section 6(b). (b) The Company further covenants Holder may, at the risk of the Holder, have access to the Properties up to two times per calendar year (and agrees thatsuch other time(s) as the Owner may agree) for the purposes of inspecting the Operations. The Holder must ensure that its representatives or consultant, commencing as the case may be, cause minimal inconvenience to or interference with the Operations and comply strictly with any safety regulations or instructions promulgated or given by or on behalf of the date of this Agreement, for so long as any Preferred Holder holds any Preferred SharesOwner. (c) Subject to the Owner’s obligations and restrictions under applicable securities laws, the Preferred Owner shall provide the Holder shall have the right, at its own expense (the “Inspection Rights”) towith: (i) reasonably inspect facilitiesreasonable access to the Owner’s scientific and technical data (including life of mine plans and related models, records work plans and books programs, permitting information, environmental studies and feasibility studies) for the Operations and results of Operations; (ii) quarterly reports of management of the Company, any Owner including a discussion of its Subsidiaries all material developments in respect of the Operations at any time during regular working hours the New Afton Mine in the previous quarter; (iii) other written reports (including technical reports) on reasonable prior notice the status of the Owner’s work programs with respect to the Company Operations as and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiarieswhen such reports are prepared; and (iiiv) discuss the business, operation and conditions all reports of the Company and New Afton Mine Independent Tailings Review Board. (d) For certainty, the Holder shall treat all information provided to it pursuant to this Section 17 (whether disclosed in writing, orally, visually, electronically or by any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times other means) as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure Confidential Information in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the CompanySection 11. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as (x) any Preferred Holder Investor holds any Preferred Shares, the Company will deliver to such Preferred Holder: (i) audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements of the Group within thirty (30) days of the end of each fiscal quarter; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction at least 10% of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt Stock and/or Ordinary Shares issued upon the conversion of such notice from Preferred Stock or (y) the Capital Shareholders hold in the aggregate at least 10% of the Ordinary Shares (assuming the conversion of all issued Series A Preferred Holder; providedStock), that such Persons shall have standard inspection rights of the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any materialfacilities, records or other information if and books of the Company is restricted from making Group, including without limitation, discussing the business, operations and conditions of the Company Group with its directors, officers, employees, accountants, legal counsel and investment bankers. The above inspection rights granted to Investors and the Capital Shareholders under this paragraph shall continue to subsist following a Qualified IPO only to the extent that such disclosure rights are in accordance compliance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize and any attorney-client privilege applicable rules governing the listing of shares of the securities exchange on which the shares of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”)/Listco are listed. (b) Following a Qualified IPO, the Company shall deliver to each Investor and each Capital Shareholder copies of the Company Group’s Annual Reports to shareholders and quarterly and interim reports to shareholders and all other filings with any governmental agency, regulatory agency or any securities exchange promptly after such documents are filed only to the extent that such obligation is in compliance with applicable laws and any applicable rules governing the listing of shares of the securities exchange on which the shares of the Company/Listco are listed. (c) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as (x) any Investor holds at least 10% of the Preferred Holder holds any Stock and/or Ordinary Shares issued upon the conversion of such Preferred SharesStock or (y) the Capital Shareholders hold in the aggregate at least 10% of the Ordinary Shares (assuming the conversion of all issued Series A Preferred Stock), the Preferred Holder Company shall deliver to the Investor and the Capital Shareholders, as the case may be, copies of any report filed by the Company Group with any relevant securities exchange and of any report that is reasonably expected to have a material impact on the right, at its own expense (ordinary business of any member of the “Inspection Rights”) to: (i) reasonably inspect facilities, records Company Group filed with any regulatory authority or governmental agency. The obligation on the Company to deliver copies of reports to Investors and books Capital Shareholders under this paragraph shall continue to subsist following a Qualified IPO only to the extent that such obligation is in compliance with applicable laws and any applicable rules governing the listing of shares of the securities exchange on which the shares of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss the business, operation and conditions of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company/Listco are listed. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this AgreementEffective Date, for so long as any the Series A Preferred Holder holds any Holders or the Series B Preferred SharesHolders, as the case may be, respectively hold 5% or more of the Company's issued and outstanding shares (on an as converted, fully diluted basis), the Company will deliver to such Preferred Holder: (i) deliver to each of the Series A Preferred Holders or Series B Preferred Holders, as the case may be, audited annual consolidated financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety (90) 90 days after the end of each fiscal year; year prepared in English with all figures expressed in United States dollars and; (ii) deliver to each of the Series A Preferred Holders, on the one hand, and General Atlantic Partners 64, L.P. ("General Atlantic") and i-Hatch Ventures, LLC ("i-Hatch"), on the other hand, as the case may be, (A) unaudited quarterly consolidated financial statements of the Group within thirty (30) 45 days of the end of each fiscal quarter; quarter prepared in English with all figures expressed in United States dollars; (iiiB) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) 30 days of the end of each month; ; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (vC) an annual budget for the Group following fiscal year within thirty (30) 30 days prior to the end of each the preceding fiscal year; ; and (viD) copies of all documents or other information sent to any Shareholder; (vii) upon shareholder of the written request by the Company in such person's capacity as a shareholder. All financial statements to be provided to such Series A Preferred HolderHolders or Series B Preferred Holders, such other information as the case may be, pursuant to this Section 1.1(a)(i) and 1.1(a)(ii)(A) shall be prepared in conformance with Generally Accepted Accounting Principals 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 Principals of Korea and the application of generally accepted accounting principles applicable in the United States). For purposes of Section 1.1(a)(i), the Company shall be deemed to have satisfied its obligation to provide the financial statements to the Series A Preferred Holder shall reasonably request within seven Holders or the Series B Preferred Holders with the dispatch of such financial statements to the respective designee of each of the Series A Preferred Holders and the Series B Preferred Holders designated in accordance with the notice provision of Section 9.1(a) (7) days following the "Delivery Recipient"). Immediately upon receipt by the Company Delivery Recipients of notice from the financial statements provided pursuant to Section 1.1(a)(i), the i-Hatch Delivery Recipient shall deliver such financial statements to each respective holder of at least 74,285 shares of the Series A Preferred Holder requesting such informationStock or the Series B Preferred Stock, unless as the Company demonstrates case may be. Materials provided to the reasonable satisfaction of the Series A Preferred Holder that more than seven (7) days is required to produce such informationHolders, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records i-Hatch or other information if the Company is restricted from making such disclosure in accordance with applicable laws or General Atlantic pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege Section 1.1(a)(ii) shall not be forwarded to the remaining Series B Preferred Holders without the express written consent of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The So long as the Series A Preferred Holders or the Series B Preferred Holders, as the case may be, respectively hold 5% or more of the issued and outstanding shares of the Company, the Company further covenants and agrees that, commencing on the date of this Agreement, for so long such Series A Preferred Holders or Series B Preferred Holders, as any Preferred Holder holds any Preferred Sharesthe case may be, the Preferred Holder shall have inspection rights of the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records records, books and books accounts of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss including discussing the business, operation operations and conditions of the Company with its directors and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at to review such reasonable times information as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Companyreasonably requested. (c) The Information Rights For the avoidance of doubt, (i) the Series A Preferred Holders will not have any information rights under Sections 1.1(a) or 1.1(b) at any time after the shares of Series A Preferred Stock (or common shares issued upon conversion thereof) that they hold represent less than 5% of the Company's issued and Inspection Rights shall terminate outstanding shares, and (ii) the Series B Preferred Holders will not have any information rights under Sections 1.1(a) or 1.1(b) at any time after the shares of Series B Preferred Stock (or common shares issued upon conversion thereof) that they hold represent less than 5% of the consummation of a QIPOCompany's issued and outstanding shares, in each case on an as converted, fully diluted basis.

Information and Inspection Rights. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as a shareholder holds 5% of (i) the outstanding Ordinary Shares of the Company or (ii) any of the Company's Series A, Series B or Series C Preferred Holder holds any Preferred Shares ("SERIES C SHARES", and together with the Series A Shares and the Series B Shares, the "PREFERRED SHARES"), the Company will deliver to such Preferred Holdershareholder: (ia) audited annual consolidated financial statements statements, including balance sheet, income statement and statement of the Group prepared and delivered by a “Big 4” accounting firm cash flow, within ninety (90) days after the end of each fiscal year, audited by a "Big 4" accounting firm of the Company's choice; (iib) unaudited quarterly financial consolidated financial statements of the Group statement within thirty forty-five (3045) days of after the end of each fiscal quarterof the first three quarters; (iiic) unaudited monthly consolidated financial statements statements, including balance sheet, income statement and individual standard accounts statement of the Group cash flow, within fifteen twenty-one (1521) days of the end of each month; (ivd) a monthly management report in an annual consolidated budget for the form of Schedule 9 hereto following fiscal year within 20 thirty (30) days after the end of each month;fiscal year; and (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (viie) upon the written request by the Preferred Holdershareholder, such other information as the Preferred Holder shareholder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates request. All financial statements to be provided to the Shareholders pursuant to this Section 1.1 shall be in reasonable satisfaction detail and prepared in conformance with U.S. Generally Accepted Accounting Principles or Hong Kong Generally Accepted Accounting Principles. Each of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained Group Companies further covenant and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants and agrees agree that, commencing on the date of this Agreement, for so long as a shareholder holds 5% of any Preferred Holder holds any Preferred of the Series A Shares, the Preferred Holder Series B Shares or Series C Shares, such shareholder shall have standard inspection rights of the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice the Group Companies, including, without limitation, the right to the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss the business, operation operations and conditions of the such Group Company and any of with its Subsidiaries with the Company’s directors, officers, employees, accountantsaccounts, legal counsels counsel and investment bankers at such reasonable times as may be requested by the Preferred Holder; bankers, provided that any such inspection will be conducted in such a manner as shall not unduly interfere with the Preferred Holder agrees to keep confidential any Group Company's normal course of business. These information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company. (c) The Information Rights and Inspection Rights 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 amended (the "SECURITIES ACT"), with the gross proceeds in excess of US$25,000,000, or in a QIPOsimilar 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 public offering is reasonably equivalent to the aforementioned public offering in the United States in terms of price, offering proceeds and regulatory approval (a "QUALIFIED IPO").

Information and Inspection Rights. 11.1. The Company shall: (a) The Company covenants keep all holders of A Preference Shares informed in a timely manner of all material developments concerning the affairs, business and agrees that, commencing on prospects of the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Company will Company’s Group; (b) deliver to such Preferred Holderall holders of A Preference Shares: (i) audited annual consolidated financial statements (including cash flow statements) of each member of the Company’s Group prepared forthwith on the same becoming available and delivered by a “Big 4” accounting firm within ninety (90) in any event not later than 120 days after the end of each fiscal financial year. The financial statements shall be prepared with reasonable care and skill and in accordance with applicable Laws and applicable standards, principles and practices generally accepted in the relevant jurisdiction in which the relevant Group Company is located and, in the case of Inaccess Networks S.A., must be audited; (ii) unaudited quarterly consolidated financial statements monthly management accounts of each member of the Company’s Group (in such form as may be required by a Series A Majority) within thirty (30) 60 days of the end of each fiscal quarter;calendar month. The monthly management accounts shall be prepared with reasonable skill and care and, save as noted in such accounts, on a basis reasonably consistent with the policies and practices applied in the preparation of the then most recent annual financial statements of each such company; and (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior to the end of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) promptly upon the written request by the Preferred Holderrequest, such other information as concerning the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained business and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege affairs of the Company;’s Group as any holder of A Preference Shares may from time to time reasonably request. 11.2. Holders of A Preference Shares shall each have the right, where acting reasonably and exercisable on not less than five (5) Business Days’ written notice to the Company, during normal business hours on any Business Day, itself or acting by its professional advisers, to: (viiia) full details inspect (and take copies of) all books and records of any progress in the Company planned initial public offering involving all or part member of the Company’s Group, including all reporting systems, collation systems and other management, financial, banking and informational systems relating to the Company’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a partyGroup; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants attend and agrees thatinspect any premises owned or occupied by the Company’s Group and to meet with, commencing on and to have reasonably sufficient explanations of matters concerning the date of this AgreementCompany’s Group from, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense senior managers (the “Inspection Rights”from time to time) to: (i) reasonably inspect facilities, records and books of the Company’s Group, any in each case, for the purposes of its Subsidiaries at any time during regular working hours on reasonable prior notice to obtaining such information as should have been so provided by the Company and only in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries; and (ii) discuss the business, operation and conditions of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Companyunder clause 11.1. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) 14.1. The Company covenants and agrees thatthe Promoters agree that the Investors shall be entitled to reasonable inspection and visitation rights, commencing on at the date sole cost of this Agreementthe Company, 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 the Company shall, deliver the following to the Investors, for so long as such Investors hold any Preferred Holder holds any Preferred Shares, Shares in the Company will deliver to such Preferred HolderCompany: (ia) audited annual consolidated Audited financial statements of the Group prepared and delivered by a “Big 4” accounting firm within ninety 90 (90ninety) days after the end of each fiscal financial year; (iib) unaudited Unaudited consolidated quarterly consolidated financial statements of the Group within thirty 45 (30forty-five) days of the end of each fiscal quarter; (iiic) unaudited monthly consolidated financial statements Quarterly business update, delivered as a presentation and individual standard accounts of an hour long conference call with Investors at such time and place as may be mutually agreed among the Group within fifteen (15) days of the end of each monthParties; (ivd) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an The annual budget for the Group and annual business plan within thirty 30 (30thirty) days prior to the end of each fiscal financial year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request , as approved by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice from the Preferred Holder requesting such information, unless the Company demonstrates to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, records or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company; (viii) full details of any progress in the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a partyBoard; and (xiie) prompt notification of resignation by any key management personnel (the above rights collectively referred to Any such information as the “Information Rights”)Investors may from time to time request, with regard to any material developments affecting Company’s business, within 7 (seven) days from the date of request. (b) 14.3. The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice that it will promptly provide to the Company and only Investors all details regarding any claim or threat of claim (including of infringement of any intellectual property rights), in a manner so as not to interfere with the normal services, business or operations of the Company and its Subsidiaries; and (ii) discuss the business, operation and conditions of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company. 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 (csuch as lawyers, accountants or other professional advisors) The Information Rights at all times during normal business hours and Inspection Rights 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 terminate upon have full access to, and right to make copies of, all books of account, records and the consummation like of a QIPOthe 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. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Company will shall deliver to such Preferred Holderthe Purchaser: (i) audited annual consolidated financial statements (A) on the date of Closing, the Group prepared Initial Budget and delivered by (B) as soon as practicable, but in any event 30 days before the end of each fiscal year, a “Big 4” accounting firm Budget. (ii) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year; (ii) unaudited quarterly consolidated financial statements year of the Group within thirty Company (30A) days a balance sheet as of the end of each fiscal quartersuch year, (B) statements of income and of cash flows for such year, and (C) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of regionally recognized standing selected by the Company; (iii) unaudited monthly consolidated financial statements and individual standard accounts of the Group as soon as practicable, but in any event within fifteen (15) days of the end of each month; (iv) a monthly management report in the form of Schedule 9 hereto within 20 45 days after the end of each month; (v) quarter of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an annual budget for the Group within thirty (30) days prior to unaudited balance sheet and a statement of stockholders’ equity as of the end of each such fiscal quarter, all prepared in accordance with generally accepted accounting principles (except that such financial statements may (A) be subject to normal year;-end audit adjustments; and (B) not contain all notes thereto that may be required in accordance with generally accepted accounting principles); and (viiv) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as relating to the Preferred Holder shall reasonably request within seven (7) days following receipt by financial condition, business, prospects, or corporate affairs of the Company of notice as Purchaser may from the Preferred Holder requesting such information, unless the Company demonstrates time to the reasonable satisfaction of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holderreasonably request; provided, however, that the Preferred Holder agrees Company shall not be obligated under this Section 10(a) to keep confidential any provide information so obtained and (i) that the Preferred Holder may Company reasonably determines in good faith to be excluded from access a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to any material, records the Company); or other information if (ii) the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any of which would adversely affect the attorney-client privilege between the Company and its counsel. (b) If any holder of Indebtedness or securityholder of the Company receives information or reporting rights with respect to the Company and its subsidiaries that are in addition to or more favorable than the information rights of Purchaser contained herein, then the Company agrees that any such additional and/or more favorable information or reporting rights shall also be granted to Purchaser, and all such information or reporting shall be delivered to the Purchaser contemporaneously with delivery to such other Person. (c) If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company;, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. (viiid) full details The Company shall permit Purchaser to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by Purchaser; provided, however, that the Company shall not be obligated pursuant to this Section 10(d) to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. (e) The Company shall give prompt written notice to Acquiror of (i) any breach of any progress in representation or warranty of the Company planned initial public offering involving all contained in this Agreement or part of any other Transaction Agreement, (ii) the Group’s business; (ix) prompt notification occurrence of any withdrawal of any loan change, condition or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 event that has had or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would is reasonably likely to give rise to have a Material Adverse Effect, (iii) any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate failure of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of the Company, any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations other Affiliate of the Company and its Subsidiaries; and to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or (iiiv) discuss the business, operation and conditions any Event of the Company and any of its Subsidiaries with the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may be requested by the Preferred Holder; provided that the Preferred Holder agrees to keep confidential any information so obtained and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the CompanyDefault. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.

Information and Inspection Rights. (a) 1.1. The Company covenants shall deliver to each (i) Preferred Holder holding at least five percent (5%) of the Company’s then-outstanding Preferred Shares; or (ii) upon a commitment by any Preferred Holder to invest at least $70,000,000 in the Company for the purchase of shares (and agrees that, commencing there has been no default on the date of this Agreement, any payment terms to purchase those shares ) and for so long as any it holds at least 90% of its percentage holding of the Company’s share capital calculated on an issued and outstanding basis as of the date hereof, including in such calculation all shares of the Company to be purchased by such Preferred Holder holds any Preferred Shares, the Company will deliver to such Preferred Holder: (i) audited annual consolidated financial statements of the Group prepared and delivered by each a “Big 4” accounting firm Qualified Shareholder”): 1.1.1. As soon as practicable, but in any event within ninety one hundred fifty (90150) days after the end of each fiscal year; (ii) unaudited quarterly year of the Company, consolidated audited financial statements of the Group Company for such year, including a consolidated balance sheet of the Company as of the end of such year, and consolidated statements of income and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, NIS denominated, prepared in accordance with the then applicable United States GAAP, audited by a “Big 4” firm of Independent Certified Public Accountants, and accompanied by an opinion of such firm which opinion shall state that such balance sheet and statements of income and cash flow have been prepared in accordance with United States GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; 1.1.2. As soon as practicable, but in any event within thirty forty five (3045) days after the end of each fiscal quarter of the Company (other than the fourth quarter of each such year), unaudited and un-reviewed management accounts of the Company, including consolidated balance sheet of the Company as at the end of each such period and income and cash flow statements of the Company for such period and for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case, in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail, NIS denominated and certified, by the chief financial officer (or if none, by the chief executive officer) of the Company (on behalf of the Company and not in a personal capacity), that such financial statements were prepared in accordance with United States GAAP applied on a basis consistent with that of preceding periods and, except as otherwise stated therein, fairly present the financial position of the Company as of their date subject to (x) there being no footnotes contained therein, and (y) changes resulting from year-end audit adjustments, and all reviewed by a “Big 4” firm of Independent Certified Public Accountants; 1.1.3. A monthly management report in a form agreed upon from time to time by the Board of Directors of the Company (the “Board”), within fourteen (14) days of the end of each fiscal quarter; month (iiiincluding, opening cash, income, expenses and closing cash) unaudited monthly consolidated financial statements and individual standard accounts of the Group within fifteen (15) days of as at the end of each such month;; and (iv) a monthly management report in the form of Schedule 9 hereto within 20 days after the end of each month; (v) an annual budget for the Group within thirty (30) days prior 1.1.4. Such other information relating to the end financial condition, business, prospects, litigation, M&A opportunities or corporate affairs of each fiscal year; (vi) copies of all documents or other information sent to any Shareholder; (vii) upon the written request by the Preferred Holder, such other information as the Preferred Holder shall reasonably request within seven (7) days following receipt by the Company of notice as a Qualified Shareholder may from time to time reasonably request, provided such information is readily available to the Preferred Holder requesting such informationCompany. 1.2. At any reasonable time and from time to time, unless upon reasonable notice, the Company demonstrates to the reasonable satisfaction shall permit representatives of the Preferred Holder that more than seven (7) days is required to produce such information, in which case, within a reasonable period of time following receipt of such notice from the Preferred Holder; provided, that the Preferred Holder agrees to keep confidential any information so obtained Qualified Shareholders full and that the Preferred Holder may be excluded from free access to any material, records or other information if of the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege properties of the Company; (viii) full details of any progress in , to examine the Company planned initial public offering involving all or part of the Group’s business; (ix) prompt notification of any withdrawal of any loan or credit facility of any Group Member in the ordinary course of business but exceeding $5,000,000 or loan or credit facility of any Group Member not occurring in the ordinary course of business and such Group Member’s efforts to restore the foregoing withdrawn loan or credit facility; (x) prompt notification of any material litigation or any circumstance that would reasonably likely to give rise to any material litigation; (xi) prior notification of any change in the equity holding structure of any Subsidiary or Affiliate of the Company or any joint venture to which the Company is a party; and (xii) prompt notification of resignation by any key management personnel (the above rights collectively referred to as the “Information Rights”). (b) The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Holder holds any Preferred Shares, the Preferred Holder shall have the right, at its own expense (the “Inspection Rights”) to: (i) reasonably inspect facilities, records and books of account of the Company, to review and copy them at their discretion, to inspect any of its Subsidiaries at any time during regular working hours on reasonable prior notice to the Company and only in a manner so as not to interfere with the normal business operations properties or assets of the Company and its Subsidiaries; and (ii) discuss visit the business, operation and conditions properties of the Company and to discuss the affairs, finances and accounts of the Company with any of its Subsidiaries with officers, and senior personnel of the Company and the Company’s directors, officers, employees, accountants, legal counsels and investment bankers at such reasonable times as may all subject to the confidentiality undertakings set forth in Section 3 below. 1.3. This Section 1 shall not be requested in limitation of any rights which the Preferred Holders or any directors designated by the Preferred Holder; provided that Holders may have under applicable law and/or any other agreement between the Preferred Holder agrees to keep confidential any information so obtained Holders and that the Preferred Holder may be excluded from access to any material, record or other information if the Company is restricted from making such disclosure in accordance with applicable laws or pursuant to a bona fide agreement with a third party or if such disclosure will jeopardize any attorney-client privilege of the Company. (c) The Information Rights and Inspection Rights shall terminate upon the consummation of a QIPO.