Common use of Delivery of Financial Statements Clause in Contracts

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a CompetitorHolder: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP IFRS (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAPIFRS); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Holders to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor Holder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); (ii) where the provision of such information would constitute a violation of applicable insider legislation; or (iiiii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; (e) with respect to the financial statements called for in Subsection 3.1(a) or (b), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with IFRS consistently applied with prior practice for earlier periods (except as otherwise set forth in Subsection 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; (f) The Company shall provide to the Investors a copy of all documents, including all financial statements, and all other documents that the Company may be required to file or make available to securities holders, in the English language, translated by a reputable and recognized qualified translator or translation firm in Sweden or Norway as necessary and as may be mutually agreed to by the Company and the Holders. Any financial statements and press releases disclosed by the Company shall be disclosed in English contemporaneously with any disclosure in Swedish. The Company will contemporaneously make such documents and information in the English and Swedish languages available on the Company’s website. (g) Any financial statements and press releases disclosed by the Company shall be disclosed in English language contemporaneously. With respect to the provision of such information rights, during the period prior to a U.S. Listing, the Company shall deliver such information by email to the Investors. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty (150) days after not later than the end first day of August of each fiscal calendar year of the Company, (i) a balance sheet as of the end of such the immediately preceding year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Companyyear, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);; and (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Companyupon request, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end as of the perioddate of such request, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of before the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow for such months and, promptly after preparedprepared and approved by the Board of Directors, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major the Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(d)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholdersshareholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholdersshareholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP the Accounting and Review standards of the American Institute of Certified Public Accountants (the “AICPA”) (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAPthe Accounting and Review standards of the AICPA); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Investor to calculate their respective its percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to (i) the financial statements called for in Section 3.1(b) Subsection 3.1(a), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such the audited financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein, and (ii) the financial statements called for in Subsection 3.1(b), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that the financial statements were prepared in accordance with the Accounting and Review standards of the AICPA consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and if the Financial Statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods, then any difference between the Financial Statements and the Financial Statements prepared in accordance with GAAP for any applicable period would be non-material; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(c)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regional or national reputation and recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements statement of income and of cash flows flow for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments, and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within no later than thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared approved by the CompanyBoard of Directors; (fd) with respect to the financial statements called for in Section Subsection 3.1(a) and Subsection 3.1(b) an instrument executed by the chief financial officer and officer, treasurer or chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section Subsection 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably to any Investor if it determines in good faith to that disclosure of such information would (i) be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable disadvantageous to the Company) or Company from a competitive standpoint, (ii) breach any confidentiality obligation of the Company, (iii) provide access to, or otherwise result in the disclosure of, any trade secret of which would the Company, (iv) otherwise pertain to an actual or potential conflict of interest or (v) adversely affect the attorney-client privilege between the Company and its counsel. Notwithstanding anything to the contrary contained in this Agreement, the foregoing clauses (i) and (iv) shall not be deemed to prevent the investment, legal, finance, tax, accounting and audit personnel of Pfizer and its Affiliates from obtaining access to information under this Section 3.1 relating to the financial condition of the Company solely for the purpose of managing, evaluating and reporting on Pfizer’s investment in the Company. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; providedHolder the following information, that, provided that the Board of Directors has not reasonably determined that such Major Investor Holder is a Competitor:competitor of the Company (it being understood and agreed that no Holders is a competitor of the Company solely from the fact that it is an investor with a minority non- controlling interest in another entity that may be deemed a competitor of the Company): (a) starting with the period ending December 31, 2022, as soon as practicable, but in any event within one hundred fifty twenty (150180) days after the end of each fiscal calendar year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Companyquarter, unaudited statements of income and of cash flows for such fiscal calendar quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal calendar quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Company’s shareholders to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor shareholder holding at least 1,000,000 of Series A Preferred Stock or Common Stock may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 Subsection (e) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) or ); (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; or (iii) under circumstances which the Company reasonably determines would result in material burden or distraction. 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. Notwithstanding anything else in this Section 3.1 4.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 4.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 4.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is directly or indirectly through an Affiliate a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within no less than thirty (30) days of before the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end beginning of each fiscal year, a budget and business an annual operating plan for the next such fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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 this Section 3.1 shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. For purposes of this Section 3.1, none of ▇. ▇. ▇▇▇▇ Research LLC, D. E. Shaw Technology Development, LLC, Deerfield, WuXi or the Trust shall be deemed a competitor of the Company. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least five percent (5%) of the then outstanding shares of Preferred Stock (a “Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor:”): (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and, for fiscal year 2010 and each fiscal year of the Company thereafter, audited and certified by independent registered public accountants accounting firm of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP)have been made; (c) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each month, (i) an unaudited income statement and statement of cash flows and balance sheet for and as of the first three end of such month, in reasonable detail that shows comparison to plan, prepared in accordance with generally accepted accounting principles consistently applied (3except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made and (ii) quarters of each fiscal year upon request by a Major Investor, an updated report of the Company, a statement showing the number ’s capitalization as of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of such month, which report shall include, without limitation, all outstanding options, warrants, rights or other agreements for the period, purchase or acquisition from the Common Stock issuable upon conversion or exercise Company of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correctits capital stock; (d) as soon as practicable, but in any event within at least thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject prior to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, business or corporate affairs of the Company as any the Major Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this Section 3.1 2.1 to provide such other information (i) to any Major Investor that is affiliated with a competitor of the Company reasonably Company, as determined in good faith by the Board of Directors or (ii) the Board of Directors determines in good faith to be a trade secret or similar confidential information. Notwithstanding the above, if such information (unless covered by an enforceable confidentiality agreement, is required in form acceptable order to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and permit a Major Investor to prepare its counsel. 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 own financial statements delivered pursuant to then the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else limitations provided for in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (302.1(e) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is disregarded and be of no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveforce or effect.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(c)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year; with such balance sheet, all such financial statements of income and cash flows and statement of stockholders’ equity audited and certified by independent public accountants of nationally recognized standing selected by the Company (Company, unless such requirement for a nationally recognized independent public accounting firm is waived by the Board, including a majority Company’s Board of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, (i) unaudited statements of income and of cash flows for such fiscal quarter, and ; (ii) an unaudited balance sheet sheet; and (iii) a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-year end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, (i) an unaudited income statement and statement of cash flows for such month, and (ii) an unaudited balance sheet and (iii) a statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such the financial statements report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (ed) as soon as practicable, but in any event within forty-five at least thirty (4530) days following before the end of each fiscal year, a capital and operating budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(c), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. . (g) 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a CompetitorHolder: (a) as soon as practicable, but in any event within one hundred fifty (150) days practicable after the end of each fiscal year of the Company, (i) a balance sheet as copy of the end annual consolidated financial statements of such yearthe Company consisting of, (ii) at least, balance sheets and statements of income and of cash flows flow for such yearperiod, and (iii) a statement of stockholders’ equity as of the end of such yearprepared in accordance with GAAP, all such financial statements audited and certified by independent certified public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days practicable after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end copy of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief quarterly unaudited consolidated financial officer or chief executive officer statements of the Company as being trueconsisting of, completeat least, balance sheets and correct; (d) as soon as practicable, but in any event within thirty (30) days statements of the end of each month, an unaudited income statement and statement of cash flows flow for such monthperiod, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-year end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fc) with respect to the financial statements called for in Section 3.1(a) and Section 3.1(b) ), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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, provided that the audit referred to in Section 3.1(b) shall not be required to include and cover any consolidating financial statements. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-good faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The So long as the Investors or their Affiliates own, in the aggregate, at least five percent (5%) of the Company’s outstanding Common Stock (on an as-converted basis), the Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(c)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless if requested by the Board, including a majority Board of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);; and (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business annual operating plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(d)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (Company, unless the Board, including a majority holders of at least sixty percent (60%) of the Preferred Directors, determines not to have an audit performed, Stock consent otherwise in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))writing; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) ), from and after the date the Company shall have hired a full time chief financial officer, an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholdersshareholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholdersshareholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of underlying issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, complete and correct;; and (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of shareholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 2.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements (other than the comparison referenced above) audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock Shares (as defined in the Operating Agreement) and securities convertible into or exercisable for shares of capital stock Shares outstanding at the end of the period, the Common Stock Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock Shares and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock share options and stock share options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five no later than thirty (4530) days following after the end first day of each fiscal year, a budget and business plan for the next such fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(d), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section Subsection 3.1(b) and Subsection 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request, including, for the avoidance of doubt, the Schedule of Members (as defined in the Operating Agreement); provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; providedStockholder, that, the Board has not reasonably determined that such Major Investor is a Competitorupon request: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP generally accepted accounting principles in the United States as in effect from time to time (“GAAP”) (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) need not contain all notes thereto that may be required in accordance with GAAP));, and which statements shall be audited if available; or (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) may be subject to normal year-end audit adjustments adjustments; and (ii) need not contain all notes thereto that may be required in accordance with GAAP);. (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. . (d) Notwithstanding anything else in this Section 3.1 Subsection 5.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 Subsection 5.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 Subsection 5.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (except that such financial statements may (A1) be subject to normal year-end audit adjustments adjustments; and (B2) not contain all notes thereto that may be required in accordance with GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the CompanyCompany and solely to the extent requested by such Major Investor, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including the Series A Director) and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to (x) each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a an audited consolidated balance sheet as of the end of such year, (ii) audited consolidated statements of income and of cash flows for such year, year and (iii) a an audited consolidated statement of stockholdersshareholders’ equity as of the end of such year, all and (y) each Major Investor the following, provided, in each case, that the Board of Directors has not reasonably determined that such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including Investor is a majority Competitor of the Preferred Directors, determines not to have an audit performed, in which case Company: (a) a comparison between (x) the actual amounts as of and for such financial statements shall be prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments fiscal year and (By) not contain all notes thereto that may be required the comparable amounts for the prior year and as included in accordance the Budget (as defined in Subsection 3.1(b)) for such year, with GAAP));an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year. (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited consolidated statements of income and of cash flows for such fiscal quarter, and an unaudited consolidated balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP or, if applicable, IFRS (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAPGAAP or, if applicable, IFRS); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited consolidated statements of income statement and statement of cash flows for such month, and an unaudited consolidated balance sheet as of the end of such month, all prepared in accordance with GAAP or, if applicable, IFRS (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”GAAP or, if applicable, IFRS);; and (ed) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The (a) For so long as the Investor holds, or “beneficially owns” (within the meaning of Rule 13d 3 under the Exchange Act) at least 2% of the shares of Common Stock of the Company issued and outstanding at any time that the Company is not required to file periodic reports with the Commission, the Company shall deliver to each Major the Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) 1. as soon as practicable, but in any event within one hundred fifty (150) ninety days after the end of each fiscal year of the Company, (i) for each of the Company and each of its Subsidiaries, an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such yearsheet, and (iii) a statement of stockholders’ stockholder’s equity as of the end of such fiscal year, all and a statement of cash flows for such fiscal year, such year end financial statements reports to be in reasonable detail, prepared in accordance with GAAP, and audited and certified by independent public accountants of a nationally recognized standing accounting firm selected by the Company (unless and reasonably acceptable to the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Investor; (b) 2. as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income for the Company and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each monthits Subsidiaries, an unaudited income statement and for such quarter, statement of cash flows for such month, quarter and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”)quarter; (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) 3. with respect to the financial statements called for in subsection (2) of this Section 3.1(b) 7(a)(3), an instrument executed by the chief financial officer and chief executive officer Chief Financial Officer or Chief Executive Officer of the Company and certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)with the exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition of the Company and its Subsidiaries and its results of operation for the periods specified thereinperiod specified, subject to year end audit adjustment; 4. notices of events that have had or would reasonably be expected to have a material and adverse effect on the Company and its Subsidiaries, taken as a whole, as soon as practicable following the occurrence of any such event; and (g) 5. such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company and its Subsidiaries as any Major the Investor may from time to time reasonably request; provided. Notwithstanding the foregoing, howeverat all times, that the Company shall not be obligated under this Section 3.1 use reasonable best efforts to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period deliver the financial statements delivered pursuant to the foregoing sections shall be the consolidated listed in Sections 7(a)(1) and consolidating financial 7(a)(2) promptly after such statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveare internally available.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; providedHolder of at least 4,000,000 shares of Preferred Stock (subject to appropriate adjustment for stock splits, thatstock dividends, combinations and other similar recapitalizations affecting such shares), or the Board has not reasonably determined that Common Stock issued upon conversion of such Major Investor is a Competitor:Preferred Stock (each an “Information Rights Holder”): (a) as soon as reasonably practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) a an unaudited balance sheet as of the end last day of such year, an unaudited statement of operations and an unaudited statement of cash flows for such year and, unless waived by the Board, within one hundred twenty (ii120) statements days after the end of income each fiscal year, an audited balance sheet as of the last day of such year, an audited statement of operations and an audited statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (GAAP, except that such the financial statements report may (Ai) be subject to normal year-end audit adjustments and (Bii) not contain all notes thereto that which may be required in accordance with GAAP)); (b) as soon as reasonably practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements income statement, schedule as to the sources and application of income and of cash flows funds for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ shareholder’s equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as reasonably practicable, but in any event within with forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock common shares and the exchange ratio or exercise price applicable thereto, thereto and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Information Rights Holder to calculate their respective its percentage equity ownership in the Company, Company and certified by the chief financial officer Chief Financial Officer or chief executive officer Chief Executive Officer of the Company as being true, complete, complete and correct; (d) as soon as reasonably practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such monthstatement, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);profit or loss statement; and (e) as soon as reasonably practicable, but in any event within forty-five thirty (4530) days following prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, sheets and sources and applications of funds statements of cash flow for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company;; and (f) with respect to the financial statements called for in subsections (a), (b) and (d) of this Section 3.1(b) 3.1, an instrument executed by the chief financial officer Chief Financial Officer and chief executive officer President or Chief Executive Officer of the Company and certifying that such financial statements financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and, subject to year-end audit adjustments; (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as If for any Major Investor may from time to time reasonably request; provided, however, that period the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, the Company has have 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. . (h) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before prior to the Company’s good-good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of a the registration statement if it reasonably concludes it must do so to comply with effecting the SEC rules applicable to such registration statement and related offeringIPO; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective. (i) Notwithstanding the foregoing, it is acknowledged and agreed that the information rights set forth in this Section 3.1 are not available to any Investor whose shares of Preferred Stock were mandatorily converted into Common Stock for failure to participate in an equity financing round of the Company in accordance with the terms of the Company’s Articles of Incorporation in effect at the time of such equity financing round.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty (150) 120 days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, starting with the Company’s 2020 fiscal year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP), and a comparison between the actual amounts as of and for such quarter and the amounts included in the Budget (as defined below) for such quarter, with an explanation of any material differences between such amounts; (c) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company; provided, and certified by however, that access to an online capitalization management software (such as ▇▇▇▇▇.▇▇▇) that contains the chief financial officer or chief executive officer information otherwise required to be delivered under this Section 3.1(c) shall be deemed to satisfy the requirements of this Section 3.1(c), so long as the Company as being true, complete, and correctprovides prompt notice upon such information becoming available (which notice requirement shall be deemed satisfied if such online platform makes automatic notifications available to such Major Investor); (d) as soon as practicable, but in any event within thirty (30) 30 days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) 30 days following before the end of each fiscal year, a budget and business plan for the next fiscal year approved by the Board of Directors (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months basis and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors, by a vote that includes at least two of the Preferred Directors, has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(d), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b) and Section 3.1(d)) and fairly present in all material respects the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regional or national reputation and recognized standing selected by the Company (unless which selection has been approved by the Audit Committee of the Board, including a majority of which approval includes the Lead Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)Director); (b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five thirty (4530) days following after the end beginning of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared forecasting the Company’s revenues, expenses and cash position on a monthly basis, including balance sheets, income statements, and statements of cash flow quarter-to-quarter basis for such months andfiscal year, promptly after prepared, any other budgets or revised budgets prepared approved by the Company; (f) with respect to Board of Directors, except that the financial statements called Budget for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer 2016 fiscal year of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods shall be approved by the Board of Directors within thirty (except as otherwise set forth in Section 3.1(b)30) and fairly present days after the financial condition date of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counselAgreement. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Boardto be in reasonable detail, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (except that such GAAP, each of which 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 GAAP))unaudited, unless the Company has received audited versions thereof; (b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of after the end of each monthmonth (or within forty-five (45) days after the end of each December), an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five at least thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; Company (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed such budget and business plan that is approved by the chief financial officer and chief executive officer Board of Directors is collectively referred to herein as the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b“Budget”)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty (150) 150 days after following the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements to be in reasonable detail, prepared in accordance with GAAP and audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) 30 days after the end of each of the first three (3) quarters of each fiscal year of the Companymonth, unaudited statements of income and of cash flows for such month and the fiscal quarteryear to date, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such month and the fiscal quarteryear to date, all prepared in accordance with GAAP applied on a consistent basis (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) 30 days after the end of each of the first three (3) quarters of each fiscal year of the Companymonth, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the periodperiod (including warrants), the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, and debt holders as of each month end, if any, all in sufficient detail as to permit the such Major Investors Investor to calculate their its respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) 45 days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board, including the approval of all but one of the Preferred Directors (such approval, the “Preferred Director Consent”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to the financial statements called for in Section 3.1(a) and Section 3.1(b) ), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the 60-day period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(d)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, in each case, prepared in accordance with GAAP; provided that all such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected approved by the Company (unless the Board, including a majority Board of Directors of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments, and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicablepromptly, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; Company (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed such budget and business plan that is approved by the chief financial officer and chief executive officer Board of Directors is collectively referred to herein as the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b“Budget”)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 3,533,172 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor:”): (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) an unaudited income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Boardreports to be in reasonable detail, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (except that such financial statements may (Ai) be subject to normal year-end audit adjustments and (Bii) not contain all notes thereto that may be required in accordance with GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement and statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) and showing variances from the Company’s operating plan for such month, unless such presentation of variances is excluded with the consent of the Series A and B Directors (as defined in the “Monthly Financials”Voting Agreement of the Company of even date herewith); (ed) as soon as practicable, but in any event within forty-five at least thirty (4530) days following prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, business or corporate affairs of the Company as any the Major Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 3.1 2.1 to provide information that (i) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. ; and (f) 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. Notwithstanding anything else in this Section 3.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 2.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a CompetitorHolder: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) calendar days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, ; (ii) statements of income and of cash flows for such year, ; and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected a “Big Four” accounting firm or an accounting firm approved by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))committee; (b) as soon as practicable, but in any event within forty-forty five (45) calendar days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such the financial statements report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) calendar days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Holders to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty forty-five (3045) calendar days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such the financial statements report may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) calendar days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) at the request of any Major Holder, as soon as practicable following the end of each fiscal year, an annual business plan and a management report covering all major events; (g) with respect to the financial statements called for in Section 3.1(b) and Section 3.1(d), an instrument executed by the chief financial officer and chief executive officer of the Company certifying on behalf of the Company that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b) and Section 3.1(d)) and fairly present the financial condition of the Company and its results of operation as of and for the periods specified therein; and (gh) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor Holder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) calendar days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offeringfor an IPO; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that for so long as such party remains a Major Investor is a CompetitorInvestor: (a) as soon as practicable, but in any event within two hundred seventy (270) days after the end of fiscal year 2012 and one hundred fifty eighty (150180) days after the end of each subsequent fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements reports to be in reasonable detail and prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and, unless otherwise waived by the Board of Directors, audited and certified by independent public accountants of nationally recognized standing selected by the Company; provided however that in the event the Board of Directors waives the requirement that the year-end financial reports be audited and certified by independent public accountants of nationally recognized standing selected by the Company, then the Company shall be obligated to deliver such unaudited year-end financial reports within ninety (unless 90) days after the Board, including a majority end of each fiscal year of the Preferred DirectorsCompany, determines not to have an audit performed, in which case and such unaudited year-end financial statements reports shall be prepared in accordance with GAAP GAAP, consistently applied (except that such financial statements may (Ai) be subject to normal year-end audit adjustments and (Bii) not contain all notes thereto that may be required in accordance with GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income statement and statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all such quarterly reports to be in reasonable detail, and prepared in accordance with GAAP GAAP, consistently applied (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, month and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that reasonable detail and compared against the Company’s budget and operating plan for such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”)period; (ed) as soon as practicable, but in any event within forty-five at least thirty (4530) days following prior to the end of each fiscal year, a budget and business operating plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other reasonable information relating to the financial condition, business, prospects, business or corporate affairs of the Company as any Major Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 3.1 2.1 to provide information (i) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the CompanyCompany (i) an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the budget and business plan for such year prepared in the prior fiscal year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) an unaudited statement of stockholders’ equity as of the end of such year, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (b) as soon as practicable, but in any event within one hundred eighty (180) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the budget and business plan for such year prepared in the prior fiscal year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with GAAP audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (bc) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. The Company shall promptly and accurately respond, and shall use its best efforts to cause its transfer agent to promptly respond, to requests for information made on behalf of any Fidelity Investor or Artal relating to (i) accounting or securities law matters required in connection with its audit or (ii) the actual holdings of such Fidelity Investor and Artal, including in relation to the total outstanding shares; provided, however, that the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with a confidentiality obligation of the Company.

Delivery of Financial Statements. The Each Group Company shall, and each Founder shall cause each Group Company to, deliver the following documents or reports to each Major Key Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (ai) as soon as practicable, but in any event within one hundred fifty ninety (15090) calendar days after the end of each fiscal year of the Company, (i) a consolidated income statement and statement of cash flows of the Company for such fiscal year and a consolidated balance sheet of the Company as of the end of the fiscal year, audited and certified by one of the big four accounting firms (Deloitte Touche Tohmatsu, Ernst & Young, KPMG, or PricewaterhouseCoopers) or its local affiliate, together with the auditor’s report thereon, and a management report including a comparison of the financial results of such fiscal year with the corresponding annual figures of the previous fiscal year and such other information as may be required by applicable Laws or the Board, all prepared in English and in accordance with the Applicable Accounting Principles or reconciled to the Applicable Accounting Principles (for the avoidance of doubt and notwithstanding anything herein to the contrary, the documents set forth in this Section 4.2(i) shall be provided to any Shareholder who requests such documents); (ii) within forty-five (45) calendar days of the end of each fiscal quarter, a consolidated unaudited income statement and statement of cash flows of the Company for such quarter and a consolidated balance sheet of the Company as of the end of such quarter, and a management report including (a) a report as to the current headcount of the Company or the Domestic Parent and its Subsidiaries and a comparison of the financial results of such quarter with the corresponding quarterly figures of the previous fiscal year, (iib) statements the General Manager’s evaluation of income the business progress of the Group for the ended quarter and the forecast for the current and following fiscal quarters and (c) such other information as may be required by applicable Laws or the Board), all prepared in English and in accordance with the Applicable Accounting Principles consistently applied throughout the period (except for year-end adjustments and except for the absence of cash flows for such yearnotes) or reconciled to the Applicable Accounting Principles and certified as true, correct and not misleading by the General Manager and the chief financial officer of the Company; (iii) a statement of stockholders’ equity as of within ten (10) Business Days after the end of each month, a monthly operating report setting forth the monthly and year-to-date results of operations in such form as the Board may require, including a comparison showing any cumulative deviations from the current capital and operating budgets; (iv) upon the request of any Key Investor, within thirty (30) calendar days before the end of the current fiscal year, all such an annual business plan, annual consolidated budget and projected financial statements audited for the succeeding fiscal year for the Group Companies as approved by the Board, setting forth for each quarter during such succeeding fiscal year projected revenues, profits and certified by independent public accountants operating expenses; (v) copies of nationally recognized standing selected all documents or other information sent to all other shareholders or any Key Investor and any reports publicly filed by the Company with any relevant securities exchange, regulatory authority or governmental agency, no later than two (unless 2) Business Days after such documents or information are filed by the BoardCompany and certified as true, including a majority correct and not misleading by the General Manager and the chief financial officer of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (bvi) as soon as practicable, but in any event within forty-five (455) days Business Days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements updated and detailed capitalization table of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity each Group Company as of the end of such the fiscal quarteryear and certified as true, all prepared in accordance with GAAP (except that such correct and not misleading by the General Manager and the chief financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);officer of the Company; and (cvii) as soon as practicable, but in any event other information (including, without limitation, monthly or other periodic operating metrics) reasonably requested by any Key Investor within forty-five (455) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable Business Days upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, Investor and the Board has not reasonably determined that such Major Investor is a CompetitorFidelity Investors: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company; notwithstanding the foregoing, the Company shall deliver audited financial statements for the fiscal year ended December 31, 2013 and unaudited financial statements as of August 31, 2014 within forty-five (unless the Board, including a majority 45) days of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))date hereof; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days practicable after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;; and (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The At the written request of a Major Investor, the Company shall deliver to each such Major Investor; provided, that, provided that the Board has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company, further provided, that Institutional Venture Partners XV, L.P. (“IVP”) and New Enterprise Associates 14, Limited Partnership (“NEA”) and their respective Affiliates will not be deemed a competitor based solely upon investments in other portfolio companies: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company; provided, however, that the Company (unless need not provide audited financial statements for any fiscal year prior to the Company’s 2015 fiscal year; provided, further, however, that such audit requirement may be waived by approval of the Board, including a majority at least one of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, (i) unaudited statements of income and of cash flows for such fiscal quarter, and (ii) an unaudited balance sheet and (iii) a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements (A) may (i) be subject to normal year-end audit adjustments and (iiB) need not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the periodsuch fiscal year, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as or being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(a) and Section 3.1(b) ), an instrument executed by the chief financial officer officer, if any, and chief executive officer on behalf of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. Ifif, 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, ; and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless Company; provided, however, that the Board, including a majority of the Preferred Directors, determines audit requirement shall not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP));until the Company’s Board of Directors determines that it is appropriate. (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (d) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (de) as soon as practicable, but in any event within thirty (30) days of prior to the end beginning of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each new fiscal year, a budget and business plan for the next such fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (ai) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (bii) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, a comparison between (x) the actual amounts in 4(a)(i)-(ii) above, as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined below), with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, (iii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (civ) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (dv) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (evi) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gvii) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 Subsection 4(a) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 Subsection 4(a) to the contrary, the Company may cease providing the information set forth in this Section 3.1 Subsection 4(a) during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 Subsection 4(a) shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(d)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all with such financial statements to be audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of at such time as requested by the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Majority; (b) as soon as practicablepracticable following a request by a Major Investor, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, practicable following a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the request by a Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicableInvestor, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (ed) as soon as practicablepracticable following a request by a Major Investor, but in any event within forty-five at least thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five at least thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared approved by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer Board of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified thereinDirectors; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; providedInvestor the required items listed below, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal year, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal year, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (b) as soon as practicable, but in any event within one hundred eighty (180) days after the end of the fiscal year of the Company ending December 31, 2023, and within one hundred twenty (120) days after the end of each fiscal year of the Company beginning with the fiscal year ending December 31, 2024, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (bc) as soon as practicable, practicable but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (cd) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the each Major Investors Investor to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (de) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including a majority of the Preferred Directors, and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company Board of Directors (unless the Board, including or a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)committee thereof); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within (i) thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (ii) thirty days after the beginning of each fiscal year, a Budget approved by the Board of Directors; (fe) with respect to the financial statements called for in Section Subsection 3.1(a) and Subsection 3.1(b) ), an instrument executed by the chief financial officer and or chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section Subsection 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, thatto each of Seed Capital Denmark II K/S, BMS (as defined below), Canica (so long as such Investor continues to hold Registrable Securities) and Hadean (so long as such Investor continues to hold Registrable Securities) and, in the event they are no longer deemed to be Major Investors but continue to hold any shares of Series D Preferred Stock (or Common Stock issued upon conversion thereof), Soleus and Eir (or their respective transferees), provided that the Board has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty (150) days after the end by March 15th of each fiscal calendar year of the Company, (i) a an audited balance sheet as of the end of such year, (ii) audited statements of income and of cash flows for such year, and (iii) a an audited statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five twenty (4520) days after the end of each of the first three (3) quarters of each fiscal year of the Company, (i) unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (ix) be subject to normal year-end audit adjustments and adjustments; (iiy) not contain all notes thereto that may be required in accordance with GAAP); (ii) an unaudited statement of income and of cash flows on a monthly rolling basis; and (iii) a follow-up report on the Technical Development Plan; (c) as soon as practicable, but in any event twenty (20) days after the end of each month, (i) unaudited statements of income and cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments; (y) not contain all notes thereto that may be required in accordance with GAAP); (ii) a management report summarizing the most important developments as of such month; and (iii) anticipated warning envisaged by management; (d) as soon as practicable, but in any event by December 1st of each calendar year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company. The Budget will contain a detailed technical development plan for such year (the “Technical Development Plan”); and (e) promptly, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with GAAP and audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five sixty (4560) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quartersheet, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gd) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith (i) to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or (ii) the disclosure of which would would, if disclosed, adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty one hundred twenty (30120) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Preferred Investor (or transferee of a Preferred Investor) that holds, individually or together with its Affiliates, at least 7,500,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”); provided, however, that any entity (i) that is formed for the specific purpose of acquiring shares of the Company’s capital stock and/or (ii) has assets, a majority of which consist of shares of the Company’s capital stock as of immediately following such entity’s acquisition of shares of the Company’s capital stock (each, an “SPV Entity”), shall not constitute an Affiliate of such Preferred Investor for the purpose of qualifying as a Major Investor; providedprovided further, that, that the Board has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, (i) a an unaudited income statement for such fiscal year, an unaudited balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all and an unaudited statement of cash flows for such year, such year-end financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Boardreports to be in reasonable detail, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (except that such financial statements may (Ai) be subject to normal year-end audit adjustments and (Bii) not contain all notes thereto that may be required in accordance with GAAP)), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-year- end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within at least forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as prior to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, approved by the “Budget”), Board and prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gd) such other information relating to the financial condition, business, prospects, business or corporate affairs of the Company as any the Major Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this Section 3.1 subsection (d) to provide information that (i) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the budget for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (Company, unless the Board, including holders of a majority of the Preferred DirectorsRegistrable Securities agree otherwise; provided that if such audited statements cannot be provided within ninety (90) days after the end of any fiscal year, determines not to have an audit performed, in which case such financial the Company will within ninety (90) days provide unaudited statements shall be prepared in accordance with GAAP the same information (except that such financial and will provide the audited 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 GAAP)when practicable); (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (ed) as soon as practicable, but in any event within forty-five (45) days following accordance with a schedule agreed upon by the end Board of each fiscal yearDirectors, a budget and business operating plan for the next fiscal year (collectivelyyear, approved by the “Budget”), Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(c), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b) and Section 3.1(c)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year and (iii) a statement of stockholders’ equity as of the end of such year, all prepared in accordance with GAAP (except that such financial statements may not contain all notes thereto that may be required in accordance with GAAP); (b) as soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, year and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (bc) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each of the first three (3) quarters of each fiscal year of the Companymonth, an unaudited statements of income statement and statement of cash flows for such fiscal quartermonth, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quartermonth, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after . The unaudited income statement and statement of cash flows for each month that concludes the end of each of the Company’s first three (3) quarters of each fiscal year (e.g., March, June and September if the Company keeps a calendar year fiscal year) shall be supplemented within forty-five (45) days of the Company, end of such month with (i) a summary unaudited income statement and summary statement of cash flows for the full quarter that such month concludes and (ii) a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor and each Investor advised or subadvised by Fidelity Management & Research Company or its affiliate (each such Investor; provided, thata “Fidelity Investor”), provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors and Fidelity Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to the financial statements called for in Section Subsection 3.13, Subsection 3.1(b) and Subsection 3.1(d), an instrument executed by the chief financial officer and or, if no one is currently serving in such role, the chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section Subsection 3.1(b)) and Subsection 3.1(d) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor or Fidelity Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company; provided that GLOBALFOUNDRIES Inc. shall not be deemed a competitor of the Company for purposes of this Section) and the Key Holder: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited prepared in accordance with GAAP consistently applied and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors and the Key Holder to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;; and (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company; provided further that Sands Capital, RA Capital and ▇▇▇▇▇▇▇▇▇ shall not be determined to be a competitor of the Company for any purpose under this Agreement: (a) as soon as practicable, but in any event within one hundred fifty (150) 120 days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) 30 days after the end of each month, unaudited statements of income and cash flows for such month, and an unaudited balance sheet and a statement of stockholders’ equity as of the first three end of such month, all prepared in accordance with GAAP (3except that such financial statements may (i) quarters be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (d) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in a form reasonably acceptable to each Major Investor, in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) 30 days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; Company (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed such budget and business plan that is approved by the chief financial officer and chief executive officer Board of Directors including the vote of a majority of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods Preferred Directors then seated (except the “Requisite Preferred Director Vote”) is collectively referred to herein as otherwise set forth in Section 3.1(bthe “Budget”)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) 60 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is other than a Competitor: (a) as soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year annual consolidated financial statements of the Company, SEMrush Group (i) which shall include a balance sheet as of the end of such yearsheet, (ii) statements a statement of income and or loss, a statement of cash flows for such yearflows, and (iii) notes thereon, and a statement of stockholders’ equity as of the end of such fiscal year), all such financial statements prepared in accordance with GAAP and audited and certified by independent public accountants of nationally recognized standing selected by the Company Company, within one hundred eighty (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45180) days after the end of each of the first three (3) quarters of each fiscal year of the Company, ; (b) unaudited quarterly management accounts of the SEMrush Group (which shall be substantially in the form attached at Schedule C and include unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter), all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP), within twenty (20) days of the end of each of the first three (3) financial quarters of the Company; (c) as soon as practicable, but in any event within forty-five twenty one (4521) days after the end of each quarter of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty twenty (3020) days of the end of each month, an unaudited monthly management accounts of the SEMrush Group (which shall be substantially in the form set out at Schedule D and include income statement and statement of cash flows for such month, month and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”)); (e) as soon as practicable, but in any event within forty-five no later than thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)) for the SEMrush Group, prepared on a monthly basis, including key performance indicators, balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company SEMrush Group as any Major Investor may from time to time reasonably request, promptly but in any event no later than 30 days after such request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company SEMrush Group and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Investor that continues to hold at least 20,000 shares of Registrable Securities (each a “Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor:”) (appropriately adjusted for any Recapitalizations): (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a or such longer time as approved by the Board of Directors of the Company, an audited income statement for such fiscal year, an audited balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) statements of income and an audited statement of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP generally accepted accounting principles in the United Stated (“GAAP”) (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) within thirty (30) days prior to the beginning of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise period (including a description of any outstanding securities convertible or exercisable for Common Stock such capital stock and the exchange ratio or exercise price applicable thereto, ) and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal yearyear (or at such other time as approved by the Board of Directors), a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board has not reasonably determined that such Major Investor is a Competitor:competitor of the Company (provided further that any Major Investor shall not be deemed a competitor of the Company as a result of its investment in other companies and SRI Holding, LLC (“Tyson”) and its Affiliates shall not be considered a competitor under any circumstances): (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company Board, including at least one Preferred Director (unless the Board, including a majority of the at least one Preferred DirectorsDirector, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (except that such financial statements may (A) need not be subject to normal year-end audit adjustments audited and (B) not contain all notes thereto that may be required in accordance with GAAPcertified by independent public accountants));. (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (ed) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or similar highly confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or ), (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counselcounsel or (iii) if the recipient has a conflict of interest as reasonably determined by the Board of the Company in good faith. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. (a) The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) Significant Holder as soon as practicable, but in any event within one hundred fifty (150) days practicable after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ stockholder’s equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 (unless the BoardCompany, including a majority of the Preferred Directors, determines not to have and an audit performed, in which case such financial statements shall be prepared in accordance with GAAP unqualified (except that such financial statements may (Afor contingent liabilities) be subject to normal year-end certified audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP));report from the Company’s auditors. (b) The Company shall deliver to each Significant Holder (i) as soon as practicable, but in any event within forty-five (45) days practicable after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, quarter and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”)fiscal quarter; (eii) as soon as practicable, but in any event within forty-five (45) days following practicable after approval by the end Board of each fiscal yearDirectors, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basisyear, including balance sheets, income statements, and statements of cash flow for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company;Company and approved by the Board of Directors; and (fiii) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as such Significant Holder may from time to time reasonably request. (c) Together with respect to the financial statements called for in Section 3.1(b2.1(a) and (b), the Company shall deliver an instrument executed by the chief financial officer and chief executive officer Chief Financial Officer or President of the Company certifying that such financial statements financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such period specified, subject to year-end audit adjustments and other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivequalifiers.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless provided, however, that the Board, including a majority of foregoing statements and other information for the Preferred Directors, determines 2018 fiscal year will not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)to be delivered until July 31, 2019); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45i) sixty (60) days following before the end of each fiscal year a draft of a budget and business plan for the next fiscal year, and (ii) thirty (30) days before the end of each fiscal year, a finalized budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably requestrequest (including without limitation a current capitalization table of the Company showing the number of shares of each class and series of capital stock and outstanding securities convertible into or exercisable for shares of capital stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company); provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; and (g) on a current basis, information regarding any events, discussions with any governmental authority, notices or material changes with respect to any tax (other than ordinary course communications which would not reasonably be expected to be material to the Company), criminal or regulatory investigation or action involving the Company or any of its subsidiaries. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. Notwithstanding anything else to the contrary contained in this Agreement, the Company shall deliver to any Investor the information provided pursuant to Section 3.1(a), (b) and (g) for so long as the Investor or any of their Affiliates hold any Registrable Securities.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company Board; provided, however, the obligation to deliver such financial statements shall be suspended until the completion of the fiscal year ended December 31, 2018; provided further that the obligation that such financial statements be audited and certified may be waived by the Board (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performedwhich majority includes the Series B Director), or the Requisite Holders (as such term is defined in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)the Certificate of Incorporation); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; providedStockholder, that, provided that the Board of Directors has not reasonably determined that such Major Investor Stockholder is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Stockholders to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor Stockholder may from time to time reasonably request, including, but not limited to information concerning regulatory matters, material litigation (unless disclosure would compromise the attorney-client privilege or involves such Major Stockholder), and other material events and occurrences; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which in its reasonable and good faith belief would adversely affect the attorney-client privilege between the Company and its counsel; and (f) in the case of Crestovo Investor LLC, as soon as practicable, but in any event within thirty (30) days of the end of the preceding month, (i) monthly key performance metrics that management uses to assess performance of the business, including but not limited to, updates to each active trial (i.e. patients enrolled, clinical sites activated, etc.) and on commercial sales (i.e. unit volumes, average selling price, net sales, etc.); (ii) monthly updates on progress on key project timelines (i.e. Investigational New Drug (IND) filing dates for key clinical programs, expected trial initiation dates, milestones for pharmaceutical partnerships, etc.); and (iii) monthly updates on organization changes, including key senior hires and ongoing new hire searches. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (ai) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a an audited balance sheet as of the end of such year, (ii) statements an audited statement of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (bii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three four (34) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (ciii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (div) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days no later than February 15 following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by a majority of the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gv) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such of which financial statements shall be (A) in the case of the financial statements for the 2009 fiscal year, reviewed by independent public accountants of nationally recognized standing selected by the Company or (B) in the case of the financial statements for subsequent fiscal years, audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, month and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (ed) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, approved by the “Budget”), Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably requestrequest including variances in the Company’s performance measured against its financial plan; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (ai) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (ia) an income statement and cash flow statement for such fiscal year, and a comparison between (1) the actual amounts as of and for such fiscal year and (2) the comparable amounts for the prior year and as included in the Budget (as defined in Section 2.1(v) below) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, (b) a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ stockholder’s equity as of the end of such year, all and (c) a capitalization table as of the end of such year, such year-end financial statements reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles in the United States, and audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company and approved by the Board of Directors (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (bii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements income statement and cash flow statement for the relevant fiscal quarter, schedule as to the sources and application of income and of cash flows funds for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ stockholder’s equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (generally accepted accounting principles in the United States, except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP)for any otherwise applicable footnote disclosures; (ciii) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (div) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet for and as of the end of such month, all in reasonable detail, prepared in accordance with GAAP (generally accepted accounting principles, except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);for any otherwise applicable footnote disclosures; and (ev) as soon as practicable, but in any event within forty-five at least thirty (4530) days following prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including a majority of the Preferred Directors) and prepared on a monthly quarterly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gvi) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 Subsection 2.1(vi) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a an unaudited statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-year- end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of underlying issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days following any Major Investor’s request or the occurrence of any event that has had, or reasonably could be expected to have, a material adverse effect on the end of each monthCompany as determined by the Company in its reasonable discretion, an unaudited income statement and statement of cash flows for the month noted in such monthrequest or the month in which such event occurs, as applicable, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty forty-five (3045) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, Investor the Board has not reasonably determined that such Major Investor is a Competitorrequired items listed below: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company (unless and approved by the Board, including a majority Board of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, practicable but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) if requested in writing by a Major Investor with respect to a month within five (5) business days of the end of such month, as soon as practicable, but in any event within thirty (30) days after the date of such request, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (d) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the each Major Investors Investor to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor (provided that the Board of Directors has not reasonably determined that such Investor is a competitor of the Company) may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. . (g) 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. Each party to this Agreement hereby waives any breach of the Prior Agreement as may have existed with respect to Section 3.1 of the Prior Agreement. (h) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company Board; provided, however, the obligation to deliver such financial statements shall be suspended until the completion of the fiscal year ended December 31, 2018; provided further that the obligation that such financial statements be audited and certified may be waived by the Board (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performedwhich majority includes the Series B Director), or the Requisite Holders (as such term is defined in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)the Certificate of Incorporation); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Upon the request of a Holder of at least ten percent (10%) of the outstanding Registrable Securities of the Company, the Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a CompetitorHolder: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ shareholders' equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company. Upon a determination by the Investor or any U.S. tax authority that the Company (unless the Board, including a majority or any subsidiary of the Preferred DirectorsCompany has been or is likely to become a "passive foreign investment company", determines not to have an audit performedas defined by the Internal Revenue Code of 1986, in which case such financial statements shall be prepared in accordance with GAAP as amended (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 GAAPthe "Code")); (b) , the Company will, as soon as practicable, but in any event within forty-five (45) days after reasonably practicable following the end of each of the first three (3) quarters of each fiscal taxable year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of Company (but in no event later than ninety (90) days following the end of each such fiscal quartertaxable year), provide the Investor with all prepared in accordance with GAAP (except that such financial statements may information reasonably available to the Company or the Company Subsidiaries to permit the Investor to (i) be subject to normal year-end audit adjustments accurately prepare all tax returns and comply with any reporting requirements as a result of such determination and (ii) not contain all notes thereto that may be required in accordance make any election (including, without limitation, a "qualifying electing fund" election under Section 1295 of the Code) with GAAP);respect to the Company or any Company Subsidiaries, and comply with any reporting or other requirements incident to such election. (cb) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of share capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock Ordinary Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock Ordinary Shares and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock share options and stock share options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Investor to calculate their its respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer ("CEO") of the Company as being true, complete, and correct; (dc) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of shareholders' equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP), and a management report summarizing progress against Annual Budget (as defined below), including (i) comparisons between (the “Monthly Financials”);x) actual and forecast financial results and (y) actual and forecast capital expenditures, (ii) progress against business development targets, and (iii) any significant operational issues. (ed) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “"Annual Budget”"), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Preferred B Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Preferred Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty sixty (15060) days after the end of each fiscal year of the CompanyCompany (i) an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such year, and (iii) an unaudited statement of stockholders’ equity as of the end of such year, prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (b) as soon as practicable, but in any event within on hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement comparison between (x) the actual amounts as of stockholders’ equity and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 8.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iv) a capitalization table as of the end of such year, all such financial statements audited in the case of (i) and (ii) certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (bc) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year quarter of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (cd) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Preferred Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including at least one Preferred B Director and at least one Preferred B-2 Director) and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the CompanyCompany as soon as possible, but in any event within thirty (30) days of Board approval; (f) with respect to the financial statements called for in Section 3.1(bSubsection 8.1(a), Subsection 8.1(b) and Subsection 8.1(c), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)Subsection 8.1(a) and Subsection 8.1(c) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Preferred B Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 Subsection 8.1(g) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 Subsection 8.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 Subsection 8.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 Subsection 8.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to (i) (X) the Investors set forth on Schedule C, for such time and so long as they are not Defaulting Investors, and (Y) each Investor (or transferee of an Investor) that holds at least one million (1,000,000) shares of Preferred Stock and which is not a Defaulting Investor (each such Investor, whether under clause (X) or clause (Y), a “Major Investor; provided”) and (ii) in the case of clauses (a) and (b) below, thatOPKO and, for such time and so long as they are not Defaulting Investors, the Board has not reasonably determined that such Major Investor is a CompetitorInvestors set forth on Schedule D: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements reports to be in reasonable detail, and unless otherwise approved by the Board of Directors, prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such monthflows, and an unaudited balance sheet and statement of stockholders’ equity for and as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (ed) as soon as practicable, but in any event within forty-five at least thirty (4530) days following prior to the end of each fiscal year, a budget and business operating plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time request; provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of this Section 3.1 to provide information that it deems in good faith to be a trade secret or similar confidential information; (f) with respect to the financial statements called for in subsections (b) and (c) of this Section 3.1(b) 3.1, an instrument executed by the chief financial officer and chief executive officer Chief Financial Officer or President of the Company certifying that such financial statements financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified thereinperiod specified, subject to year-end audit adjustment; and (g) such other information relating to the financial condition, business, prospects, business or corporate affairs of the Company as any the Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (g) or any other subsection of Section 3.1 to provide information (i) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. (a) The Company shall deliver to each Investor, for so long as such Investor, together with its affiliates, holds at least 1,700,000 shares of Preferred Stock, as adjusted for any stock dividends, combinations, reclassifications, recapitalizations, stock splits, reverse stock splits and the like (each such Investor, a “Major Investor; provided, ”) (provided that, notwithstanding anything to the Board has not reasonably determined that such contrary in the foregoing, for so long as The Cleveland Clinic Foundation (the “Cleveland Clinic”), together with its affiliates, holds at least 480,000 shares of Preferred Stock, as adjusted for any stock dividends, combinations, reclassifications, recapitalizations, stock splits, reverse stock splits and the like, the Cleveland Clinic shall be deemed a Major Investor is hereunder; (ii) for so long as any Investor acquiring Series D Preferred Stock pursuant to the Purchase Agreement (a Competitor:“Series D Investor”), together with its affiliates, holds at least 100,000 shares of Preferred Stock, as adjusted for any stock dividends, combinations, reclassifications, recapitalizations, stock splits, reverse stock splits and the like, such Investor shall be deemed a Major Investor solely for purposes of this Section 2.1 and Section 2.2 hereunder, and (iii) for the avoidance of doubt, Section 3.10 hereof shall apply in determining the rights of any Stockholder under this Agreement, including, without limitation, this Section 2): (ai) as soon as practicable, but in any event (x) within one hundred fifty (150) 120 days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ stockholder’s equity as of the end of such year and a statement of cash flows for such fiscal year, all such year-end financial statements reports to be unaudited, in reasonable detail and prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied (collectively, “Annual Financial Statements”), and (y) as soon as practicable after the end of each fiscal year of the Company, Annual Financial Statements that are audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (bii) as soon as practicable, but in any event case within forty-five (45) days days, after the end of each fiscal quarter, an unaudited income statement, balance sheet and statement of cash flows for and as of the first three end of such quarter, such unaudited financial statements to be in reasonable detail; and (3iii) quarters as soon as practicable prior to the end of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company;year. (fb) with respect to In the financial statements called for in Section 3.1(b) an instrument executed by event the chief financial officer and chief executive officer accounts of any subsidiary of the Company certifying that such financial statements were prepared in accordance are consolidated with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition accounts of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as during any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any applicable period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then financial statements delivered in respect of such period the financial statements delivered pursuant to the foregoing sections this Section 2.1 shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to will provide each Major Investor; provided, that, Investor the Board has not reasonably determined that such Major following reports for so long as the Investor is a Competitorholder of a minimum of 100,000 shares of Registrable Securities (a "MAJOR INVESTOR"), including for purposes of this Section 6 any such shares which have been transferred to a constituent partner of an Investor: (a) as soon as practicable, but in any event within one hundred fifty (150) days practicable after the end of each fiscal year calendar year, and in any event within 90 days thereafter, consolidated balance sheets of the CompanyCompany and its subsidiaries, (i) a balance sheet if any, as of the end of such calendar year, (ii) and consolidated statements of income income, stockholders' equity and of cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles on a basis consistent with prior years and (iii) a statement of stockholders’ equity as of setting forth in each case in comparative form the end of such figures for the previous calendar year, all such financial statements in reasonable detail and audited and certified by independent "Big Five" public accountants of nationally recognized national standing selected by the Company (unless and reasonably acceptable to the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP));Investors. (b) as soon as practicable, but in any event within forty-five (45) days practicable after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quartercalendar month, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, an unaudited and a consolidated statement of income statement and a consolidated statement of cash flows of the Company for such monthmonth and for the current fiscal year to date, and an unaudited balance sheet as of the end of including a comparison to plan figures for such monthperiod, all prepared in accordance with GAAP (except generally accepted accounting principles consistently applied with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments need not have been made, all in reasonable detail and (ii) not contain all notes thereto that may be required in accordance with GAAP) (certified by the “Monthly Financials”)Company's chief financial officer; (ec) as soon as practicable, but in any event within forty-five (45) days following practicable prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, in any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date event no later than thirty (30) days before prior thereto, a five-year strategic business plan and operating budget (including a description of intended uses of funds) for the Company’s good-faith estimate Company and its subsidiaries, if any. (d) promptly upon receipt thereof (and in any event within five business days thereafter), the Company shall deliver to each Major Investor copies of all management letters and reports submitted to the Company by independent certified public accountants in connection with any annual, interim or special audit of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to Company made by such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveaccountants.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after practicable following the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; Company (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed such budget and business plan that is approved by the chief financial officer and chief executive officer Board of Directors is collectively referred to herein as the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b“Budget”)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, year and (iii) a statement of stockholders’ equity as of the end of such year, ; all such financial statements prepared in accordance with GAAP and audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless and approved by the Board, including a majority Board of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ shareholder's equity as of the end of such year, all and a schedule as to the sources and applications of funds for such year, such year-end financial statements 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 (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of and to each of the first three (3) quarters of each fiscal year Investor who holds at least 100,000 shares of the Company's Preferred Stock, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet for and as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”)reasonable detail; (ed) as soon as practicableand to each Investor who holds at least 100,000 shares of the Company's Preferred Stock, but in any event within forty-five (45) 30 days following prior to the end close of each fiscal year, a comprehensive operating budget and business plan for the next fiscal year (collectivelyforecasting the Company's revenues, the “Budget”)expenses and cash position, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to the financial statements called for in subsections (b) and (c) of this Section 3.1(b) 2.1, an instrument executed by the chief financial officer and chief executive officer Chief Financial Officer or President of the Company and certifying that such financial statements financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; andperiod specified, subject to year-end audit adjustment; (gf) such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company as the Investor or any Major assignee of the Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 3.1 2.1 to provide information (i) that the Company reasonably determines which it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty (150) 120 days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicableif requested, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Companyno more frequently than once a quarter, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;; and (d) as soon as practicable, but in any event within thirty (30) 30 days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) 60 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to ▇▇▇▇ and each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor or ▇▇▇▇ is or has become a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of prior to the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end beginning of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fe) with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) and Section 3.1(d), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and Section 3.1(d) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as ▇▇▇▇ or any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. (a) The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a CompetitorStockholder: (ai) as soon as practicable, but in any event within one hundred fifty (150) two business days after the end required date of each fiscal year of delivery to the Company, ’s senior lender: (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements shall be prepared in accordance with GAAP and shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company, and shall set forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year; notwithstanding the foregoing, the Company agrees to provide the information required under this subsection (unless a)(i) for fiscal year end December 31, 2008 no later than the Board, including a majority earlier of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (except that such financial statements may x) sixty (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP)); (b) as soon as practicable, but in any event within forty-five (4560) days after the end of such fiscal year of the Company or (y) the date specified above, and (ii) as soon as practicable (for each of the first three (3) quarters of each fiscal year of the Company), but in any event within two business days after the required date of delivery to the Company’s senior lender: unaudited statements of income and of cash flows for each such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of each such fiscal quarter, and, in the case of the second and third quarters, for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);; and (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (fiii) with respect to the financial statements called for above in Section 3.1(bSections 2.1 (a) and (b), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were true, complete, and correct, prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) periods, and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and. (gb) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If, for any period, the Company has any subsidiary 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. Notwithstanding anything else in this Section 3.1 to the contrarySubsidiaries. (c) If applicable, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days will file on or before the Company’s good-faith estimate of required date all regular or periodic reports (pursuant to the date of filing of a registration statement if it reasonably concludes it must do so to comply Exchange Act) with the SEC rules applicable and will deliver to such registration each Stockholder promptly upon their becoming available one copy of each report, notice or proxy statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as sent by the Company to its stockholders generally, and of each regular or periodic report (pursuant to the Exchange Act) and any registration statement, prospectus or written communication, filed or otherwise furnished by the Company with or to (i) the SEC or (ii) any securities exchange on which shares of Common Stock are listed. (d) Notwithstanding the foregoing, at the request of RB, the Company shall provide to RB, as soon as practicable following such request, any additional financial information and/or statements readily available to the Company (and/or not unreasonably burdensome to produce) that RB reasonably determines in good faith is no longer actively employing necessary or appropriate in connection with the preparation of RB’s public filings. The Company agrees that upon receipt of any such request, it shall in good faith use its commercially reasonable best efforts to cause produce such registration statement to become effectiveinformation sufficiently in advance of any applicable filing deadline of RB.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) holding at least 800,000 shares of Preferred Stock (including any shares of Common Stock issued upon the conversion of such Preferred Stock), as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ stockholder’s equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) holding at least 800,000 shares of Preferred Stock (including any shares of Common Stock issued upon the conversion of such Preferred Stock), as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ stockholder’s equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments quarter and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series Series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock common shares and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors Investor to calculate their respective its percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (dc) holding at least 800,000 shares of Preferred Stock (including any shares of Common Stock issued upon the conversion of such Preferred Stock), as soon as practicable, but in any event within at least thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following after the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Companyyear; (fd) with respect to the financial statements called for in subsection (b) of this Section 3.1(b) 2.1, an instrument executed by the chief financial officer and chief executive officer Chief Financial Officer or President of the Company certifying that such financial statements financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified thereinperiod specified, subject to year-end audit adjustment; and (ge) such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company as the Investor or any Major assignee of the Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 3.1 2.1 to provide information (i) that the Company reasonably determines it deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicablepracticable and upon request by the Major Investor, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) at least 30 days of prior to the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end beginning of each fiscal year, a an annual budget and business plan for the next fiscal year (collectively, the “Budget”), prepared ) of the Company for such year presented on a monthly basis, including balance sheets, income statementsbasis in reasonable detail, and statements of cash flow for such months and, promptly after preparedupon preparation thereof, any other budgets or revised budgets prepared by the Companyrevisions of such Budget; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 Subsection 2.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 Subsection 2.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 Subsection 2.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 Subsection 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) 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 or nationally recognized standing selected by the Company (unless and approved by the BoardBoard of Directors, including a majority which approval shall include the approval of the Requisite Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP));. (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, which approval shall include the approval of the Requisite Preferred Directors, and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (cd) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a comprehensive budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(c), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(c)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company), or in the case of this Section 3.1(g) competitive information; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. (a) The Company shall deliver to each Major Investor; providedHolder so long as it holds at least 400,000 shares of Registrable Securities, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet of the Company as of the end of such year, (ii) and statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year-end financial reports to be in reasonable detail, all such financial statements 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 (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP));Company. (b) The Company shall deliver to each Holder, so long as soon as practicable, but in any event within forty-five (45) days after the end it holds at least 400,000 shares of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may Registrable Securities: (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter, a balance sheet of the Company as of the end of each such quarterly period, and statements of income and cash flows for such period and for the current fiscal year to date, prepared in accordance with GAAP, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by GAAP; (ii) within twenty (20) days of the end of each month, an unaudited income statement and statement schedule as to the sources and application of cash flows for such month, funds and an unaudited balance sheet and comparison to budget for and as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”)reasonable detail; (eiii) as soon as practicable, but in any event within forty-five thirty (4530) days following prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, sheets and sources and applications of funds statements of cash flow for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (giv) such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company as any Major Investor a Holder holding no less than 400,000 shares of Registrable Securities may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines which it deems in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveproprietary.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(d)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and application of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including at least a majority of the Preferred Directors) and prepared on a monthly quarterly basis, including balance sheets, income statements, and statements of cash flow for such months quarters and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) secret; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty sixty (15060) days after the end of each fiscal year of the Company, unaudited financial statements all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP), including: (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholdersshareholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by year (the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)“Annual Financial Statements”); (b) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, audited Annual Financial Statements; (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, approved by the “Budget”), Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company Board of Directors reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or ), (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counselcounsel or (iii) that the Board of Directors determines in good faith to be of a nature that is competitively sensitive and could be expected to have an adverse impact on the Company if disclosed to such Major Investor. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, year and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless Company, provided, however, that if GV makes a bona fide determination that it is required to consolidate the Board, including a majority financial results of the Preferred DirectorsCompany with those of GV, determines not to have an audit performedthe Company shall provide the items set forth in this Section 3.1(a) within ninety (90) days after the end of each fiscal year, and unaudited copies of the items set forth in which case such financial statements shall be prepared in accordance with GAAP clause (except that such financial statements may a) within twenty-five (A25) be subject to normal days after the end of each fiscal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP)); (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, (i) unaudited statements of income and of cash flows for such fiscal quarter, and (ii) an unaudited balance sheet and (iii) a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); provided, however, that if GV makes a bona fide determination that it is required to consolidate the financial results of the Company with those of GV, the Company shall provide the items set forth in clause (i) of this Section 3.1(b) within fifteen (15) days after the end of each quarter of each fiscal year of the Company; (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company; provided, and certified by however, that if GV makes a bona fide determination that it is required to consolidate the chief financial officer or chief executive officer results of the Company as being truewith those of GV, complete, and correctthe Company shall provide the items set forth in this Section 3.1(c) within fifteen (15) days after the end of each quarter of each fiscal year of the Company; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or similarly confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) information; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty and twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements shall be audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gf) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any the Major Investor Investors may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably Board determines in good faith (i) to be a trade secret or highly confidential proprietary information (unless covered by an enforceable a confidentiality agreement, agreement in a form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If), for any periodprovided, further that, with respect to Celgene, 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 shall not be obligated to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 provide information relating to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30A) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.discussions

Delivery of Financial Statements. The Subject to Subsection 3.6, the Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements to be audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in upon the request of any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the CompanyMajor Investor, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, approved by the “Budget”), Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide any information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, agreement in a form acceptable to the Company) , it being agreed that Section 3.5 hereof shall satisfy such requirement); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such Company audited annual consolidated financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments as audited by a top 6 accounting firm mutually agreed upon by the Company and (B) not contain all notes thereto that may be required in accordance with GAAP))the Major Investors; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five thirty (4530) days after before the end of each month starting as of the first three (3) quarters of each fiscal year January 1, 2019, unaudited monthly consolidated financial statements of the Company, a statement showing which shall indicate variances from the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as annual budget with respect to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correctkey line items; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, agreement in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty (150) 120 days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) if requested by a Major Investor, as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the CompanyCompany(provided that a Major Investor may not make such request for itself more than once per each such quarter), a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;; and (d) if requested by a Major Investor, as soon as practicable, but in any event within thirty (30) 30 days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared Budget”),prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty (30) 60 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, year and (iii) a statement of stockholders’ equity as of the end of such year, ; all such financial statements prepared in accordance with GAAP and audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless and approved by the Board, including a majority Board of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of after the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the CompanyCompany (such budget and business plan that is approved by the Board of Directors (including the vote of one of the Preferred Directors then seated, the “Requisite Preferred Director Vote”); (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor:competitor, or is affiliated with a competitor, of the Company (it being understood that venture capital, private equity firms, Cascade Investment, L.L.C., ▇. ▇▇▇▇ Price, ▇. ▇▇▇▇ Price Investors, Square, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investor are not presently and shall not in the future be deemed to be competitors of the Company): (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company Company’s Board of Directors (unless including the BoardSeries C Director); provided, however, that these reports need not be audited if the Company’s Board of Directors (including a majority the Series C Director) determines that foregoing an audit is in the best interests of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including the Series C Director) and prepared on a monthly basis, including balance sheets, income statements, showing the Company’s cash position and statements of cash flow profit and loss for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gd) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counselcounsel or result in a conflict of interest. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case Company; such financial statements shall be prepared in accordance with GAAP accompanied by a statement setting forth variances from the amounts shown on the Budget (except that as defined below) for such financial statements may (A) be subject to normal fiscal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP)); (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); such financial statements shall be accompanied by a statement setting forth variances from the amounts shown on the Budget (as defined below) for the corresponding fiscal quarter; (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company and within ninety (90) days after the end of each fiscal year of the Company, (i) a summary of the Company’s sales bookings and backlog for such period and (ii) a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct;; and (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided further that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major InvestorInvestor that holds at least (i) 200,000 shares of Series A Preferred Stock or Series B Preferred Stock; provided(ii) at least 25,000 shares of Series C Preferred Stock; or (iii) 200,000 shares of Series F Preferred Stock (or the Common Stock issued upon conversion thereof and each as adjusted for any future stock split, thatstock dividend, recapitalization or the Board has not reasonably determined that such Major Investor is a Competitor:like): (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ stockholder’s equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all quarter prepared in accordance with GAAP consistently applied (except as noted therein), with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP)have been made; (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all in reasonable detail prepared in accordance with GAAP consistently applied (except as noted therein), with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”)have been made; (ed) as soon as practicable, but in any event within forty-five at least thirty (4530) days following prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company as the Investor or any Major assignee of the Investor may from time to time reasonably request; , provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 3.1 2.1 to provide information (i) that the Board of Directors of the Company reasonably determines deems in good faith to be a trade secret or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectiveinformation.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a an audited balance sheet as of the end of such year, year and (ii) audited statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (except that such financial statements may (Ax) be subject to normal year-end audit adjustments adjustments; and (By) not contain all notes thereto that may be required in accordance with GAAP)), provided that, in the event that the auditors advise that they are unable to complete the audit in this timeframe or completion within this timeframe will require a significant fee increase, the Board of Directors is granted the authority to extend this deadline by up to another sixty (60) days. In the event of such delay, an unaudited balance sheet, statements of income and cash flow will be provided within one hundred twenty (120) days of the end of the financial year; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared prepared, except if waived by the Board of Directors (including the Requisite Board Vote), substantially in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following after the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, approved by the “Budget”), prepared on a monthly basisBoard of Directors, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified thereinRequisite Board Vote; and (ge) such other specific information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably requestrequest in writing; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect . Notwithstanding anything else in this Section 3.1 to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial conditioncontrary, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably Company, as determined in the sole discretion of its Chief Executive Officer, determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to may harm the Company) ’s competitive position or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Managers has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the CompanyCompany commencing with the calendar year ending December 31, 2020 (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.01(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholdersmembers’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholdersshareholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock interests and securities convertible into or exercisable for shares of capital stock interests outstanding at the end of the period, the Common Stock Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock Shares and the exchange ratio or exercise price applicable thereto, and the number of shares of Incentive Shares issued stock options and stock options Incentive Shares not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of members’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (e) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end beginning of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 3.01 to the contrary, the Company may cease providing the information set forth in this Section 3.1 3.01 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 3.01 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; providedEligible Investor (or, thatwith respect to subsection (e), the Board has not reasonably determined that such Major Investor is a Competitor:Umbrella only): (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with GAAP and audited and certified by independent public accountants accounts of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))standing; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments, and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each of the first three (3) quarters of each fiscal year quarter of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicablepracticable following the adoption by the Board, but the Budget; and (e) (i) unless previously disclosed to the Umbrella Designee(s), prior written notice at least 60 days in advance of acquiring any material real or immovable property (or as soon as practicable after the Company has knowledge of any reasonably likely acquisition thereof), and (ii) promptly following (and in any event within thirty (3010 days after receipt of) days of written request by Umbrella, the end of each monthCompany shall provide Umbrella with a written certification informing Umbrella whether its interest in the Company constitutes, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject or is reasonably likely to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal yearconstitute, a budget United States real property interest pursuant to applicable law (including applicable Treasury regulations and business plan for the next fiscal year (collectively, the “Budget”Internal Revenue Code), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; . provided, however, that the Company shall not be obligated under this Section 3.1 15.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 15.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 15.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 15.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; providedInvestor38 [, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) competitor of the Company39]: as soon as practicable, but in any event within [ninety - one hundred fifty twenty (150) 90-120)] days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year[, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year], and (iii) a statement of stockholders’ shareholders' equity as of the end of such year[, all such financial statements audited and certified accompanied by a report of independent public accountants auditors of nationally [nationally][regionally] recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP)); (b) Company];40 as soon as practicable, but in any event within forty-five forty‑five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet [and a statement of stockholders’ equity shareholders' equity] as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) ; [as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock Shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock Shares and the exchange ratio or exercise price applicable thereto, and the number of shares of subject to issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) ] [as soon as practicable, but in any event within thirty (30) days of after the end of each month, an unaudited income statement [and statement of cash flows flows] for such month, and an unaudited balance sheet [and statement of shareholders' equity] as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) ] as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; Company (f) such budget and business plan that is approved by the Board of Directors [(including the vote of [one/each] of the Preferred Directors then seated, the "Requisite Preferred Director Vote")] is collectively referred to herein as the "Budget"); [with respect to the financial statements called for in Section 3.1(a), Section 3.1(b) [and Section 3.1(d)], an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b) [and Section 3.1(d)]) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) ] [such other information information41 relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. .] 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date [thirty (30) - sixty (60)] days before the Company’s 's good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules or Canadian Securities Laws applicable to such registration statement and related offering; provided that the Company’s 's covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements statement of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, (i) an unaudited income statement and statement of cash flows income for such month, and (ii) an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (iA) be subject to normal year-end audit adjustments and (iiB) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);; and (ed) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a an annual operating budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, year and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end beginning of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months basis and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gd) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major the Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days (120 days in the case of fiscal year 2007) after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, ; and (iii) a statement of stockholders’ equity (or, for such periods as the Company shall be organized as a limited liability company, statement of the end of such yearchanges in member’s capital accounts, or similar statement), all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless and reasonably acceptable to the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Investor; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a an unaudited statement of stockholders’ equity (or, for such periods as the Company shall be organized as a limited liability company, statement of changes in member’s capital accounts, or similar statement) as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and an unaudited statement of stockholders’ equity (or, for such periods as the Company shall be organized as a limited liability company, statement of changes in member’s capital accounts, or similar statement) as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (gd) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 3.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty twenty (150120) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five forty‑five (45) days after the end of each of quarter (including the first three (3fourth quarter) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including the Series B Director) and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The So long as any shares of Preferred Stock remain outstanding, the Company shall deliver to each Investor (or transferee of an Investor) that holds at least 1,000,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, combinations or the like) (a “Major Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor:”): (a) as soon as practicable, but in any event within one hundred fifty and twenty (150120) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet as of the end of such year, (ii) statements of income Company and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all and a statement of cash flows for such year, such year-end financial statements 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 (unless and approved by the Board, including a majority directors nominated by the holders of Series B Preferred Stock and Series C Preferred Stock pursuant to Sections 3.1 and 3.2 of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments Second Amended and (B) not contain all notes Restated Voting Agreement among the Company and the other parties thereto that may be required in accordance with GAAP))dated as of the date hereof; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and statement, statement of cash flows for such fiscal quarter, quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarterquarter in reasonable detail including a comparison to plan figures for such period, all prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP);have been made; and (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet for and as of the end of such month, all in reasonable detail including a comparison to plan figures for such period, prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such financial statements may (i) be subject to normal and year-end audit adjustments and (ii) may not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”);have been made; and (ed) as soon as practicable, but in any event within forty-five at least thirty (4530) days following prior to the end of each fiscal year, a capital and operating budget and business plan for the next fiscal year (collectively, the “Budget”)year, prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Prior to the occurrence of a Trigger Event, the Company shall deliver to each Major Investor; providedTilden Park, that, provided that the Board of Directors has not reasonably determined that such Major Investor Tilden Park is not a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty ninety (15090) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by the Company’s independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP));accountants; and (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP generally accepted accounting principles in the United States as in effect from time to time (“GAAP”) (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major the Investor; provided, that, the Board has not reasonably determined that such Major Investor is a Competitor: (a) as soon as practicable, but in any event within one hundred fifty ninety days (15090) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end last day of such year, (ii) statements year and an income statement and a statement of income stockholders’ equity and of cash flows for such year, prepared in accordance with GAAP consistently applied, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited statements of income and of cash flows for such fiscal quarterstatement, and an unaudited balance sheet and a statement of stockholders’ equity and cash flows as of the end of such fiscal quarter, all prepared in accordance with GAAP consistently applied (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in subsections (a) and (b) of this Section 3.1(b) 5.1, an instrument executed signed by the chief financial officer and chief executive officer of the Company certifying that such financial statements financials were prepared in accordance with GAAP consistently applied with the Company’s prior practice for earlier periods (except as otherwise set forth in the case of Section 3.1(b5.1(b), with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and, subject to year end audit adjustment (in the case of Section 5.1(b) only); (gd) such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company as any Major the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated to provide information under this Section 3.1 to provide information 5.1 (id) that the Company reasonably determines in good faith to be is a trade secret or confidential information (unless covered by an enforceable confidentiality agreementinformation, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. If; and (e) promptly after the commencement thereof, for any periodnotice of all actions, suits, claims, proceedings, investigations and inquiries that could materially and adversely affect the Company has or any subsidiary whose accounts are consolidated with those of its Affiliates, if any; provided, however, that the CompanyCompany shall not be obligated to provide information under Section 5.1(d) or Section 5.1(e) that is a trade secret or confidential information, then in respect or the disclosure of such period which would adversely affect the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of attorney-client privilege between the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effectivecounsel.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a CompetitorCompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(d) hereof) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with GAAP and audited and certified by independent public accountants of nationally regionally recognized standing selected by the Company (unless provided, however, that, notwithstanding the Boardforegoing, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such audited financial statements for the fiscal year ended December 31, 2019 shall be prepared in accordance with GAAP (except that such financial statements may (A) be subject delivered prior to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP)September 30, 2020); (b) as soon as practicable, but in any event within forty-five (45) days after of the end of each of the first three (3) quarters quarter of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP and including unaudited income statements and balance sheets presented on a monthly basis (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after of the end of each of the first three (3) quarters quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer detailed capitalization of the Company as being trueof a recent date, completeincluding a list of the Company’s outstanding convertible debt securities (which shall include the face amount, issue date, maturity date, interest rate, conversion discount, change of control premium and correctvaluation cap to the extent applicable); (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (e) as soon as practicable, but in any event within forty-five (45) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ), or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor; provided, that, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitorcompetitor of the Company: (a) as soon as practicable, but in any event within one hundred fifty eighty (150180) days after the end of each fiscal year of the Company, Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company (unless the Board, including a majority of the Preferred Directors, determines not to have an audit performed, in which case such financial statements shall be prepared in accordance with GAAP (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 GAAP))Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three four (34) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct; (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) (the “Monthly Financials”); (ed) as soon as practicable, but in any event within forty-five thirty (4530) days following before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements called for in Section 3.1(b) an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and (ge) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 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. Notwithstanding anything else in this Section Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section Subsection 3.1 during the period starting with the date thirty sixty (3060) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.