Common use of Delivery of Financial Statements Clause in Contracts

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one 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) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten (10) days after 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 balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each InvestorPreferred Stockholder, provided that within the Board time periods specified below unless such period is extended by unanimous vote of Directors has not reasonably determined that the Preferred Stockholders: (i) as soon as practicable, but in any event within thirty (30) days after the end of each calendar month, an unaudited income statement and statement of cash flows for such Investor is a Competitor month and an unaudited balance sheet as of the end of such month and for the year-to-date, prepared in accordance with generally accepted accounting principles (“GAAP”); (ii) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each year of the Company:, an unaudited income statement and statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter and for the year-to-date, prepared in accordance with GAAP; (aiii) an annual budget for the Company at least thirty (30) days prior to the beginning of each year and, as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each year of the Company, an updated annual budget for the Company; and (iv) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company (i) a unless such period is extended by unanimous vote of the Board, an audited income statement for such year, an audited balance sheet and statement of Stockholder’s equity of the Company as of the end of such year, (ii) and an income statement for such year, and (iii) a audited statement of cash flows for such year, all such audited year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRS, audited and certified prepared by independent public accountants of a Big 4 Accounting Firm selected nationally recognized accounting firm approved by the Company; (b) as soon as practicableBoard. Notwithstanding the foregoing, but in a Preferred Stockholder other than NGP, Westway, Bunge or any event within forty-five (45) days after the end of each fiscal quarters member of the Company USBG Group shall not be entitled to receive the financial statements described in clauses (i) an unaudited balance sheet as of the end of such quarter), (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten (10) days after the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by above if the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those reasonably determines that such Preferred Stockholder is a competitor 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees thatshall, commencing on the date of this Agreementupon request, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor (or transferee of an Investor) that holds at least 1,000,000 shares of Registrable Securities, provided that the Board of Directors has not reasonably determined that individually or together with such Investor is Investor’s affiliates (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a Competitor of the Company:“Major Holder”): (a) as soon as practicable, but in any event within one hundred twenty fifty (120150) days after the end of each fiscal year of the Company (i) Company, financial statements for such fiscal year end, including an income statement for such fiscal year, a balance sheet of the Company, and a statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSUnited States generally accepted accounting principles, consistently applied, in form and substance approved by the Company’s Board of Directors and audited and certified by independent registered public accountants of a Big 4 Accounting Firm selected approved by the Company’s Board of Directors; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company Company, financial statements for such quarter, in form and substance approved by the Company’s Board of Directors; (ic) an unaudited balance sheet as upon request of a Major Holder, within thirty (30) days of the end of such quartereach month, financial statements, in form and substance approved by the Company’s Board of Directors; (iid) an unaudited income statement upon request of a Major Holder, copies of full reports of independent third-party valuation firms obtained by the Company for such quarterpurposes of compliance with Section 409A of the Internal Revenue Code, and (iii) an unaudited statement of cash flows summary capitalization tables for such quarter prepared in accordance with U.S. GAAP or IFRS; andthe Company. (ce) as soon as practicable, practicable but in any event within ten at least thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income 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; and (f) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Holder may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that (i) it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and approved by the Board of Directors. 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, 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 7.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. (a) The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor holding at least 700,000 shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization after the date hereof) of Preferred Stock (each, a “Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:”): (ai) as soon as practicable, but in any event within one hundred twenty eighty (120180) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by an independent public accountants accounting firm of a Big 4 Accounting Firm nationally recognized standing selected by the Company and approved by the Board of Directors of the Company; (bii) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal quarters year of the Company (i) Company, an unaudited profit or loss statement, an unaudited statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, (ii) an unaudited income statement compared against the budget for such quarter, year and against the financial statements for such quarter of the immediately preceding year; (iii) an unaudited statement as soon as practicable, but in any event not later than forty-five (45) days after the beginning of cash flows each fiscal year, a budget and business plan for such quarter that fiscal year, prepared in accordance with U.S. GAAP on a quarterly basis, and, as soon as prepared and approved by the Board of Directors, any other budgets or IFRSrevised budgets prepared by the Company; and (civ) as soon as practicable, but in any event within ten forty-five (1045) days after the end of each fiscal year, a budget and business plan for the next quarter of each fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such perioda detailed capitalization table, reflecting the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements then-current capitalization of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees thatshall, commencing on the date of this Agreementupon request, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor (or transferee of an Investor) that holds at least 300,000 shares (subject to appropriate adjustment for stock splits, provided that stock dividends, combinations or the Board of Directors has not reasonably determined that such Investor is a Competitor like) of the Company:Preferred Stock (a “Major Investor”): (a) as soon as practicable, but in any event within one hundred twenty fifty (120150) days after the end of each fiscal year of the Company, consolidated and consolidating income statements for the Company (i) a and its subsidiaries for such fiscal year, consolidated and consolidating balance sheet sheets of the Company and its subsidiaries, consolidated and consolidating statements of stockholders’ equity for the Company and its subsidiaries as of the end of such year, (ii) an income statement and consolidated and consolidating statements of cash flows for the Company and its subsidiaries for such year, and (iii) a statement of cash flows for such year-end financial reports to be in reasonable detail, all such financial statements prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of a Big 4 Accounting Firm 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 quarter of each fiscal quarters year of the Company, consolidated and consolidating unaudited income statements for the Company (i) an and its subsidiaries, consolidated and consolidating statements of cash flows for the Company and its subsidiaries for such fiscal quarter and consolidated and consolidating unaudited balance sheet sheets for the Company and its subsidiaries as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each month, (ii) an consolidated and consolidating unaudited income statement for such quarter, statements and (iii) an unaudited statement statements of cash flows for the Company and its subsidiaries and consolidated and consolidating balance sheets for the Company and its subsidiaries for and as of the end of such quarter prepared month, in accordance with U.S. GAAP or IFRS; andreasonable detail and compared against the then current budget for the Company and its subsidiaries; (cd) as soon as practicable, but in any event within ten at least thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyfor the Company and its subsidiaries, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including consolidated and consolidating balance sheets, income 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 Company; and (e) as soon as practicable, but in any event at least sixty (60) days after the end of each fiscal year, a report and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of analysis from the Company, then in respect of such period, ’s Chief Executive Officer on any variance between the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of actual performance by the Company and all its subsidiaries for such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to fiscal year and the contrary, budget for the Company may cease providing the information set forth in this Section 7.1 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 and its subsidiaries for such Registration Statement and related offering; provided that the Company’s covenants under this Section 7.1 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 effectivefiscal year.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for For so long as any Investor holds any shares SWHY, BlueFocus, Bertelsmann, Sumitomo, SSG I, SSG II and Igomax hold Shares in the issued capital of the Company, Company they shall be entitled to the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (ai) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, a consolidated income statement and statement of cash flows for the Company (i) for such fiscal year and a consolidated balance sheet for the Company as of the end of the fiscal year, audited and certified by an accredited accounting firm approved by the Board, and a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget (a “Management Report”), all prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), consistently applied throughout the period (except for year-end adjustments and except for the absence of notes); (ii) within thirty (30) days after the end of each quarter, the unaudited consolidated income statement and statement of cash flows for the Company for such quarter and a consolidated balance sheet for the Company as of the end of the quarter, and a Management Report (based on the corresponding quarterly budget), all prepared in accordance with U.S. GAAP; (iii) within thirty (30) days of the end of each month, a consolidated unaudited income statement and statement of cash flows for such month and a consolidated balance sheet for the Company as of the end of such year, (ii) an income statement for such yearmonth, and a Management Report (iii) a statement of cash flows for such yearbased on the corresponding monthly budget), all such financial statements prepared in accordance with U.S. GAAP GAAP; (iv) copies of all documents or IFRSother information sent to all other shareholders and any reports publicly filed by the Company with any relevant securities exchange, audited and certified by independent public accountants of a Big 4 Accounting Firm selected regulatory authority or governmental agency, no later than five (5) days after such documents or information are filed by the Company; (bv) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, an annual budget and business plan for the succeeding fiscal year for the Group Companies, setting forth for each month during such succeeding fiscal year projected revenues, profits, operating expenses and cash position, and certified by the chief financial officer of the Company; (vi) as soon as practicable, but in any event within forty-five fifteen (4515) days after the end of each fiscal quarters quarter, updated and detailed capitalization tables of the each Group Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement certified by the chief financial officer or financial controller of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRSthe Company; and (cvii) as soon as practicable, but in any event within ten (10) days after 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 balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared information reasonably requested by the Company and approved by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectiveholder.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that Investor (so long as such Investor or its Affiliates is a Competitor of Holder) the Companyfollowing documents and/or reports: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Group, consolidated, audited annual financial statements for the Company Group for such fiscal year and a consolidated balance sheet for the Company Group as of the end of such the fiscal year, audited and certified by an accounting firm selected by the Company and approved by each Investor, a copy of the Company Group’s annual operating plan and budget, and a management report including a comparison of the financial results of such fiscal year with the corresponding business plan, all prepared in accordance with IFRS; (iib) an within thirty (30) days of the end of each quarter, a consolidated unaudited income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited quarter and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of consolidated balance sheet for the Company (i) an unaudited balance sheet Group as of the end of such quarter, and a management report which will disclose all material activities (iifinancial or otherwise) an of the Company Group including a comparison of the financial results against the Company’s business plan, all prepared in accordance with IFRS (except for year-end adjustments and except for the absence of notes); (c) within twenty (20) days of the end of each month, a consolidated unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter month and a consolidated balance sheet for the Company Group as of the end of such month, and a management report which will disclose all material activities (financial or otherwise) of the Company including a comparison of the financial results against the Company’s business plan, all prepared in accordance with U.S. GAAP or IFRSIFRS (except for year-end adjustments and except for the absence of notes); (d) no later than thirty (30) days prior to the beginning of each fiscal year, an annual budget and operating plan for the succeeding fiscal year; and (ce) as soon as practicable, but in any event within no later than ten (10) days after the end Company’s monthly, quarterly and annual operation analysis meetings, notes from the Company’s monthly, quarterly and annual operation analysis meetings and a written update on monthly operations and material events; and (f) copies of each fiscal year, a budget all documents or other information sent to any shareholder and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared reports publicly filed by the Company and approved Group with any relevant securities exchange, regulatory authority or governmental agency. The Company shall also promptly notify the Preferred Holders of the following events in writing: (a) the occurrence of any event of default under any of the bank loans borrowed by the Board any member of Directors. If, for any period, the Company has Group; (b) the Company’s net assets become negative, on a consolidated basis; (c) any subsidiary whose accounts of the Company Group’s material licenses or permits are consolidated revoked or not renewed and such revocation is not cured within a reasonable period of time; (d) any material amendment or termination of any contract with those a nominal value in excess of US$1,000,000, to which any member of the Company Group is a party or by which any of them or any of their respective properties are bound; and (e) any other event, in the reasonable opinion of the Company, then in respect of such period, has or is likely to have a material adverse effect on the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements business of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 shall be reinstated at such time as the Company is no longer actively employing or its commercially reasonable efforts to cause such Registration Statement to become effectiveaffiliates.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) 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 income statement 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 cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, unaudited statements of income and 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(except that such financial statements may (i) be subject to normal year-end audit adjustments; andand (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within ten sixty (1060) days after the end of each fiscal yearInitial Closing, a budget and business plan for the next fiscal year (collectively, the “Budget”)) for the current fiscal year, approved by the Board of DirectorsDirectors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company and Company; and (d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a Budget for the next fiscal year, approved by the Board of DirectorsDirectors 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. 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 7.1 Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each -------------------------------- Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as As soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) a Company, the balance sheet of the Company as of the end of such fiscal year, (ii) an income statement statements of operations of the Company for such fiscal year and statements of cash flow of the Company for such fiscal year, and (iii) a statement of cash flows for such year-end financial reports to be in reasonable detail, all such financial statements prepared in accordance with U.S. GAAP or IFRSGAAP, and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company;. (b) as As soon as practicable, but in any event within forty-five (45) 45 days after the end of each fiscal of the first three quarters of each fiscal year of the Company (i) Company, an unaudited balance sheet of the Company as of at the end of such quarter, (ii) an unaudited income statement for such fiscal quarter, and (iii) an unaudited statement statements of operations and statements of cash flows flow for such quarter fiscal quarter, in reasonable detail and prepared in accordance with U.S. GAAP or IFRS; andGAAP. (c) Within 30 days after the end of each month, an unaudited balance sheet of the Company as at the end of such month, and unaudited statements of operations and statements of cash flow for such month, in reasonable detail and prepared in accordance with GAAP, together with an analysis by management of the Company's financial condition and results of operations during such period and explanation by management of any differences between such condition or results and the budget and business plan for such period. (d) As soon as practicable, but in any event within ten (10) 30 days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds 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 and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in . (e) With respect of such period, to the financial statements delivered pursuant to called for in Section 8.1(b) and (c), an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or President of the Company and all certifying that such consolidated subsidiaries. Notwithstanding anything else financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal year-end audit adjustment, and certifying that such officer has reviewed the provisions of this Section 7.1 Agreement and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default and the nature thereof. (f) Such other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company may cease providing the information set forth in this Section 7.1 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 7.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts Investor may from time to cause such Registration Statement to become effectivetime reasonably request.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so So long as any Investor holds any shares Preferred Shareholder continues to hold at least 500,000 Preferred Shares (or 300,000 Preferred Shares in the case of each of WI ▇▇▇▇▇▇ and NewQuest) (including Common Shares issued upon conversion of the CompanyPreferred Shares), in each case subject to adjustment for stock splits, stock dividends, recapitalization and the like, the Company shall shall, upon the annual written request of any such Preferred Shareholder by no later than March 1 of each year for which the following information is requested, deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyPreferred Shareholder: (a) as soon as practicable, but in any event within one 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) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten (10) days after the completion of the audit and issuance of the audited fiscal year financial statements of the Company Group commenced in accordance with Section 11.14, audited financial statement of the Company Group (including without limitation, a consolidated income statement and statement of cash flows for the Company Group for such fiscal year and a consolidated balance sheet for the Company Group as of the end of the fiscal year), prepared (in accordance with US GAAP) and certified by the Auditor; (b) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter of the Company Group, an unaudited consolidated income statement and statement of cash flows for such fiscal quarter and an unaudited consolidated balance sheet as of the end of such fiscal quarter for the Company Group, prepared in accordance with PRC GAAP and certified by the Company’s CFO, with management’s analysis of result and a statement of an executive officer comparing monthly and year-to-date information to the Company Group’s plan; and (c) as soon as practicable, but in any event no later than seventy-five (75) days after the end of each fiscal year, a an annual budget and business plan for the next succeeding fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by for the Company Group, setting forth for each month during such succeeding fiscal year projected revenues, profits, capital expenditure and approved by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectiveoperating expenses.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date shall deliver to (i) each Investor (or transferee of this Agreement, an Investor) for so long as any Investor holds any there are at least 1,000,000 shares of the Company, the Company shall deliver Preferred Stock issued and outstanding and (ii) to each Investor, provided that individual Lender for so long as either the Board of Directors has not reasonably determined that notes or warrants issued to such Investor is a Competitor of Lender pursuant to the CompanyLenders Agreement remain outstanding: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles, and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each fiscal quarters of the Company (i) month, an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such quartermonth, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; andreasonable detail; (c) as soon as practicable, but in any event within ten at least thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income 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 Company; (d) such information, financial data and approved reports required by the Board of Directors. If, Small Business Administration or the New York State Certified Capital Program (“CAPCO”) in order for any periodLender or Investor to comply with applicable Small Business Investment Company or CAPCO regulations, the Company has any subsidiary whose accounts as applicable; (e) copies of all material filings with governmental agencies and press releases promptly after such filings or press releases are consolidated with those of the Company, then in respect of made; and (f) such period, other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 as any Lender or Investor may from time to the contrarytime request, provided, however, that the Company may cease providing the shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information set forth that it deems in this Section 7.1 during the period starting good faith to be a trade secret or similar confidential information, unless such Lender or Investor is already a party to a binding non-disclosure agreement 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for (a) For so long as any Investor holds any shares of the CompanyPreferred Stock are outstanding, the Company shall deliver to each Investor, provided within 30 days after the end of each fiscal year of the Company, an unaudited consolidated balance sheet of the Company, an unaudited consolidated statement of stockholders’ equity as of the end of such year, an unaudited consolidated statement of operations and an unaudited consolidated statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). Within 90 days after the end of each fiscal year, the Company shall deliver to each Investor annual financial statements that are audited and certified by an independent accounting firm selected by the Board of Directors has not reasonably determined that such Investor is a Competitor Directors, including at least three of the CompanyPreferred Directors; provided, that at the election of the Board of Directors, including at least three of the Preferred Directors, the requirement to provide audited annual financial statements may be waived for the then most recently completed annual period. (b) The Company shall deliver to each Investor: (ai) within 30 days of the end of each month, an unaudited consolidated balance sheet of the Company for, and as of, the end of such month, an unaudited consolidated statement of operations and a consolidated statement of cash flows, in reasonable detail with comparisons of the financial results against the Company’s budget for that financial period and the Company’s financial results for the corresponding period of the previous year, and an updated capitalization table as of the date of such statements; (ii) within 30 days of the end of each fiscal quarter, an unaudited consolidated balance sheet of the Company for, and as of, the end of such quarter, an unaudited consolidated statement of operations and a consolidated statement of cash flows, in reasonable detail with comparisons of the financial results against the Company’s budget for that financial period and the Company’s financial results for the corresponding period of the previous year; (iii) as soon as practicable, but in any event within one hundred twenty (120) 30 days after prior to the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten (10) days after 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, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those copy of the Company, then in respect of ’s annual operating plan and proposed budget for such period, fiscal year; and (iv) such other information relating to the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition, business, prospects or corporate affairs of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 as the Investor may from time to the contrarytime reasonably request; provided, however, that the Company may cease providing the shall not be obligated under this subsection (b)(iv) to provide information set forth in this Section 7.1 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 which it reasonably concludes it must do so considers to comply with the SEC rules applicable to such Registration Statement and related offering; provided that the Company’s covenants under this Section 7.1 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 effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) 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 income statement 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 cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, unaudited statements of income and cash flows for such fiscal quarter, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(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 ten forty-five (1045) days after 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 DirectorsDirectors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of DirectorsCompany. 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 7.1 Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on Upon the date of this Agreement, for so long request by a Major Investor (as any Investor holds any shares of the Companyhereinafter defined), the Company shall deliver to each Investor, provided that Major Investor (other than a Major Investor reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:; provided however that venture capital firms shall not be considered competitors of the Company): (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and, as and to the extent otherwise required by the Company’s Board of Directors, audited and certified by an independent public accountants accounting firm of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each fiscal of the first three quarters of each fiscal year of the Company (i) Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) within 30 days of the end of each month, (ii) an unaudited income statement for such quarter, and (iii) an unaudited a statement of cash flows and balance sheet for and as of the end of such quarter prepared month, in accordance with U.S. GAAP or IFRS; andreasonable detail; (cd) as soon as practicable, but in any event within ten (10) 60 days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, prepared on a monthly basis, an updated list of all stockholders of the “Budget”)Company that includes the name of each stockholder and the number and class of shares held by each stockholder, approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company and approved by Company; (e) promptly following the Board end of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those each fiscal quarter of each fiscal year of the Company, then in an updated list of all stockholders of the Company that includes the name of each stockholder and the number and class of shares held by each stockholder; and (f) with respect of such period, the to any unaudited financial statements delivered pursuant to called for in this Section 2.1, an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or President of the Company and all certifying that such consolidated subsidiariesfinancials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (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 period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so. Notwithstanding anything else in this Section 7.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 2.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all including notes thereto, such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each fiscal quarters of the Company (i) month, an unaudited income statement, a balance sheet and a statement of cash flows for and as of the end of such quartermonth, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; andreasonable detail; (c) as soon as practicable, but in any event within ten sixty (1060) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including income statements, balance sheets, income statements sheets and statements of cash flow flows for such months and, promptly after as soon as prepared, any other budgets budgets, including internally prepared quarterly budget forecasts or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those Company; (d) within fifteen (15) days of the Companyend of each calendar quarter, then in a quarterly operations reports summarizing activities during preceding quarter; (e) with respect of such period, to the financial statements delivered pursuant to called for in subsection (b) of this Section 2.1, an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or President of the Company and all certifying that such consolidated subsidiaries. Notwithstanding anything else financial statements were prepared in this Section 7.1 accordance with GAAP consistently applied with prior practice for earlier periods (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 period specified, subject to year-end audit adjustment; and (f) such other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company may cease providing as the information set forth in this Section 7.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate Investor or any assignee of the date of filing of a Registration Statement if it reasonably concludes it must do so Investor may from time to comply with the SEC rules applicable to such Registration Statement and related offering; provided time request, provided, however, that the Company’s covenants Company shall not be obligated under this subsection (f) or any other subsection of Section 7.1 shall 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such Registration Statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, and for so long as any an Investor holds any continues to hold three percent (3%) or more of the shares in the stock capital of the Company, it will deliver the Company shall deliver following to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of with respect to the Company: (a) as soon as practicable, but in any event within one hundred twenty Within ninety (12090) days after the end of each fiscal year of the Company Company, (i) a consolidated income statement for the Company for such fiscal year; (ii) a statement of cash flows for the Company for such fiscal year; (iii) a consolidated balance sheet for the Company as of the end of such the fiscal year, audited and certified by an international recognized accounting firm approved by the Board of Directors (iiwith the affirmative consent of a majority of the Investor Directors); and (iv) an a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget, all prepared in English and in accordance with HK GAAP or U.S. GAAP; (b) Within twenty-one (21) days of the end of each month, (i) a consolidated unaudited income statement for such year, and calendar month; (iiiii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of calendar month; (iii) a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of consolidated balance sheet for the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, calendar month; and (iiiiv) an unaudited statement a management report including a comparison of cash flows for the actual results of such quarter period with the projection in the annual budget, all prepared in English and in accordance with the HK GAAP or U.S. GAAP or IFRS; and(except for year-end adjustments and except for the absence of notes); (c) as soon as practicable, but in any event within ten No later than thirty (1030) days after prior to the end of each fiscal year, a proposed budget and business plan for the next fiscal year to be submitted to the Board of Directors for approval (collectively, the “Budget”), approved by the Board prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of Directors, funds statements (including balance sheets, income statements and statements of cash flow any anticipated or planned capital expenditure or borrowings) for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company and approved by the Board Company; (d) Copies of Directors. If, for all other documents or other information sent to any period, the Company has any subsidiary whose accounts are consolidated with those Person in such Person’s capacity as a shareholder of the Company, then in respect ; and (e) Copies 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 7.1 to the contrary, the Company may cease providing the other documents or other information set forth in this Section 7.1 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 7.1 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 effectiveInvestors or any assignee of an Investor may reasonably request.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Preferred Investor, provided that the Board of Directors has not reasonably determined that such Preferred Investor is a Competitor competitor of the Company: (a) as soon as practicable, but in any event within one 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) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm 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 fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, unaudited statements of income and 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(except that such financial statements may (i) be subject to normal year- end audit adjustments; andand (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within ten thirty (1030) days after 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 Directorsprepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. 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, 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 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 3.1 during the period starting with the date thirty (3060) days before the Company’s good-faith estimate of the date of filing of a Registration Statement registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver -------------------------------- to each InvestorInvestor holding, provided that the Board and to transferees of, at least four hundred thousand (400,000) shares of Directors has not reasonably determined that such Investor is a Competitor of the CompanyRegistrable Securities: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles ("GAAP"), ---- and audited and certified by an independent public accountants accounting firm of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) a copy of each report delivered to the holders of Common Stock; (d) within thirty (30) days of the end of each month, (ii) an unaudited income statement for such quarter, and (iii) an unaudited a consolidated statement of cash flows and balance sheet for and as of the end of such quarter prepared month, in accordance with U.S. GAAP or IFRS; andreasonable detail; (ce) as soon as practicable, but in any event within ten thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income 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 and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated Company; (f) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or President of the Company and all certifying that such consolidated subsidiaries. Notwithstanding anything else financials were prepared in this Section 7.1 to accordance with GAAP consistently applied with prior practice for earlier periods (with the contrary, exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company may cease providing the information set forth in this Section 7.1 during and its results of operation for the period starting with the date thirty (30) days before the Company’s goodspecified, subject to year-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; end audit adjustment, provided that the Company’s covenants foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so; and (g) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any 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 7.1 shall 2.1 to provide information which it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such Registration Statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyPreferred Shareholders: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal financial year of the Company Company, (i) a an audited annual consolidated balance sheet as of the end last day of such year, ; (ii) an audited consolidated income statement for such year, ; and (iii) a an audited consolidated statement of cash flows for such year, all ; such year-end financial statements to be in reasonable detail, prepared in accordance with U.S. US GAAP or IFRS, acceptable to the Preferred Shareholders and consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of the Auditor, and accompanied by a Big 4 Accounting Firm selected report and opinion thereon by the CompanyAuditor; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each fiscal quarters quarter of each financial year of the Company Company, (i) an unaudited consolidated balance sheet as of the end last day of such quarter, ; (ii) an unaudited consolidated income statement for such quarter, ; and (iii) an unaudited consolidated statement of cash flows for such quarter quarter, prepared in accordance with U.S. US GAAP or and IFRS; and; (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each fiscal month of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; and (iii) an unaudited consolidated statement of cash flows for such month, prepared in accordance with US GAAP or IFRS, acceptable to the Preferred Shareholders and consistently applied; (d) as soon as practicable, but in any event no later than ten (10) days prior to the end of each financial year, a proposed budget and business plan for the next fiscal financial year to be submitted to the Board for approval (collectively, the “Yearly Budget”), approved by the Board prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of Directors, funds statements (including balance sheets, income statements and statements of cash flow any anticipated or planned capital expenditure or borrowings) for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Group Companies; (e) as soon as practicable, but in any event no later than five (5) days prior to the end of each quarter, a proposed budget and business plan for the next quarter to be submitted to the Board for approval (collectively, the “Quarterly Budget”), prepared on a monthly basis including revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Group Companies; (f) as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each financial year of the Company, the reconciliation between US GAAP and IFRS of the financial statements of such quarter, certified by the Chief Financial Officer of the Company; (g) with respect to the financial statements called for in Sections 3.1(a), (b) and (c), an instrument executed by the Chief Financial Officer of the Company and approved by certifying that such financial statements were prepared in accordance with US GAAP and/or IFRS, acceptable to the Board of Directors. IfPreferred Shareholders and consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard) and fairly present the financial condition of the Group Companies and their results of operation for the periods specified therein; management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any periodmaterial differences between figures, on the one hand actual figures for the prior year and figures presented in the Yearly Budget on the other hand; (h) such other information relating to the financial condition, business, prospects or corporate affairs of the Group Companies as any Preferred Shareholder or any assignee of such Preferred Shareholder may from time to time reasonably request, provided, however, that the Company has shall not be obligated under this Section 3.1 (h) of this Agreement to provide information which (i) the Company reasonably deems in good faith to be a trade secret or similar confidential information (unless such Preferred Shareholder commits to keep such information confidential); or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (i) Notwithstanding the provisions of Section 3.1(h) above, such other information relating to the financial condition, business, prospects or corporate affairs of any subsidiary Group Company as requested by any Preferred Shareholder or any assignee of such Preferred Shareholder for the purpose of fulfilling its obligations of reporting and/or disclosure as required under Laws applicable to it and/or its operation; and (j) if for any period the Company shall have 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectiveSubsidiaries.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so So long as any Investor holds any shares continues to hold no less than five percent (5%) of the Companytotal issued and outstanding Preferred Shares on an as converted and as-exercised basis (as adjusted for any share splits, share dividends, recapitalizations or the like), the Company shall, and shall cause the Group Companies to, deliver to each such Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal financial year of the Company Company, (i) a balance sheet an audited consolidated financial statement as of the end last day of such year, ; (ii) an audited consolidated income statement for such year, ; and (iii) a an audited consolidated statement of cash flows for such year, all ; such year-end financial statements to be in reasonable detail, prepared in accordance with U.S. PRC GAAP or IFRS, consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by an accredited accounting firm or any other independent public accountants of a Big 4 Accounting Firm internationally recognized standing selected by the CompanyCompany according to Section 7.1(b)(xv); (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each fiscal quarters quarter of each financial year of the Company Company, (i) an unaudited consolidated balance sheet as of the end last day of such quarter, ; (ii) an unaudited consolidated income statement for such quarter, ; and (iii) an unaudited consolidated statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; andquarter; (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each month, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; and (iii) an unaudited consolidated statement of cash flows for such month; (d) as soon as practicable, but in any event forty-five (45) days prior to the end of each fiscal year, a an annual consolidated budget and business plan for the next fiscal year to be submitted to the Board for approval (collectively, the “Budget”), approved by the Board prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of Directors, funds statements (including balance sheets, income statements and statements of cash flow any anticipated or planned capital expenditure or borrowings) for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) 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 of the Company and approved by certifying that such financials were prepared in accordance with PRC GAAP, consistently applied with prior practice for earlier periods (with the Board of Directors. Ifexception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). As soon as practicable, but in any periodevent within thirty (30) days after the end of each fiscal quarter, the Company has shall also provide the Investors and the Board an analysis of results, highlighting notable events and a thorough explanation of any subsidiary material differences between actual figures, on the one hand and figures for the prior quarter and figures presented in the Budget on the other hand; (f) such other information (A) provided to any other Shareholder, or (B) as an Investor or any assignee of an Investor may from time to time reasonably request; (g) if for any period the Company shall have 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 Subsidiaries; and (h) notwithstanding anything else in this Section 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 Registration Statement if it reasonably concludes it must do so the registration effecting the IPO, to comply with the SEC extent required under the applicable rules applicable of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to such Registration Statement and related offeringbe filed; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such Registration Statement registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for For so long as a Holder continues to hold any Investor holds any shares Series A Preferred Share (or Ordinary Share issued upon conversion of the CompanySeries A Preferred Share), Series B Preferred Share (or Ordinary Share issued upon conversion of the Series B Preferred Share), Series B-1 Preferred Share (or Ordinary Share issued upon conversion of the Series B-1 Preferred Share), Series C Preferred Share (or Ordinary Share issued upon conversion of the Series C Preferred Share), Series D and Series D-1 Preferred Share (or Ordinary Share issued upon conversion of the Series D and Series D-1 Preferred Share), the Company shall deliver to each Investor, provided that such Holder the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company Group Companies beginning in 2015, a consolidated annual financial statement (iincluding the balance sheet, cash flow statement and income statement, the same below) of the Group Companies for such fiscal year, audited and certified by Big 4 audit firms or other audit firms approved by the Majority Preferred Holders, prepared in accordance with IFRS or US GAAP; (b) within thirty (30) days of the end of each month, a balance sheet consolidated un-audited monthly financial statement of the Group Companies as of the end of such yearmonth, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP IFRS or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the CompanyUS GAAP; (bc) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each fiscal quarters quarter, a consolidated un-audited quarterly financial statement of the Company (i) an unaudited balance sheet Group Companies as of the end of such fiscal quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP IFRS or IFRS; andUS GAAP; (cd) as soon as practicable, but in any event within ten no later than thirty (1030) days after prior to the end beginning of each fiscal year, a comprehensive operating budget forecasting the revenues, expenses and business plan cash position of the Group Companies on a quarter-to-quarter basis for the next succeeding fiscal year (collectively, the “Budget”), which has been approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date ; (e) within thirty (30) days before of the end of each fiscal quarter, an up-to-date capitalization table certified by the chief executive officer of 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 ; and (f) such Registration Statement and related offering; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time other information as the Company is no longer actively employing its commercially reasonable efforts Holder shall reasonably request from time to cause such Registration Statement to become effectivetime.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Group, consolidated, audited annual financial statements for the Company for such fiscal year and a consolidated balance sheet for the Company Group as of the end of such the fiscal year, audited and certified by an accounting firm selected by the Company and approved by the Investor, a copy of the Company Group’s annual operating plan and budget, and a management report including a comparison of the financial results of such fiscal year with the corresponding business plan, all prepared in accordance with IFRS; (iib) an within thirty (30) days of the end of each quarter, a consolidated unaudited income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited quarter and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of consolidated balance sheet for the Company (i) an unaudited balance sheet Group as of the end of such quarter, and a management report which will disclose all material activities (iifinancial or otherwise) an of the Company Group including a comparison of the financial results against the Company’s business plan, all prepared in accordance with IFRS (except for year-end adjustments and except for the absence of notes); (c) within twenty (20) days of the end of each month, a consolidated unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter month and a consolidated balance sheet for the Company Group as of the end of such month, and a management report which will disclose all material activities (financial or otherwise) of the Company including a comparison of the financial results against the Company’s business plan, all prepared in accordance with U.S. GAAP or IFRSIFRS (except for year-end adjustments and except for the absence of notes); (d) no later than thirty (30) days prior to the beginning of each fiscal year, an annual budget and operating plan for the succeeding fiscal year; and (ce) as soon as practicable, but in any event within no later than ten (10) days after the end Company’s monthly, quarterly and annual operation analysis meetings, notes from the Company’s monthly, quarterly and annual operation analysis meetings and a written update on monthly operations and material events; and (f) copies of each fiscal year, a budget all documents or other information sent to any shareholder and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared reports publicly filed by the Company and approved Group with any relevant securities exchange, regulatory authority or governmental agency. The Company shall also promptly notify the holders of the Series A Preferred Shares the following events in writing: (a) occurrence of any event of default under any of the bank loans borrowed by the Board any member of Directors. If, for any period, the Company has Group; (b) the Company’s net assets become negative, on a consolidated basis; (c) each Company Group’s any subsidiary whose accounts material licenses or permits are consolidated revoked or not renewed and such revocation is not cured within a reasonable period of time; (d) any material amendment or termination of any contract with those a nominal value in excess of US$1,000,000, to which any member of the Company Group is a party or by which any of them or any of their respective properties are bound; and (e) any other event, in the reasonable opinion of the Company, then in respect of such period, has or is likely to have a material adverse effect on the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements business of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 shall be reinstated at such time as the Company is no longer actively employing or its commercially reasonable efforts to cause such Registration Statement to become effectiveaffiliates.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, ; all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing, associated with one of the “Big-4” accounting firms, selected by the CompanyCompany and approved by the Board of Directors; (b) as soon as practicable, practicable but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS; and(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 ten thirty (1030) days after 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 DirectorsDirectors and prepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of DirectorsCompany. 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 7.1 this Agreement to the contrary, (w) the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective, (x) the Company shall not be obligated to provide information (i) that the Company reasonably determines in good faith to be a trade secret or the Board reasonably determines in good faith to be sensitive confidential information; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel, (y) the Company may cease providing the information set forth in this Section 3.1 to any Major Investor that the Board of Directors has reasonably and unanimously (excluding any member of the Board of Directors who is affiliated with such Major Investor) determined to be a Competitor of the Company, and (z) any and all information provided to a Major Investor pursuant hereto shall be subject to the confidentiality provisions set forth in Section 3.5 of this Agreement.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that Major Investor (as hereinafter defined) (other than a Major Investor reasonably deemed by the Board of Directors has not reasonably determined that such Investor is to be a Competitor competitor of the Company:; provided, however, that no Major Investor shall be deemed a competitor of the Company solely by virtue of investing in (or its affiliates investing in) any entity deemed a competitor of the Company): (a) as soon as practicable, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and, unless otherwise waived by the Board, including both of the Preferred Directors, audited and certified by an independent public accountants accounting firm of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each fiscal of the first three quarters of each fiscal year of the Company (i) Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and; (c) as soon as practicable, but in any event within ten (10) at least 30 days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income statements 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 and approved Company; and (d) as soon as practicable upon request by the Board of Directors. Ifa Major Investor, for any perioda current, 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 subsidiariesdetailed capitalization table. Notwithstanding anything else in this Section 7.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 2.1 during the period starting with the date thirty (30) 30 days before the Company’s good-faith estimate of the date of filing of a Registration Statement registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, and for so long as any Investor holds any shares of the CompanyPreferred Shares and the Conversion Shares remains outstanding or subsisting, it will deliver the following to the Preferred Holders with respect to the Company and each Founder shall deliver cause the Company to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companydo so: (a) as soon as practicable, but in any event within one hundred twenty (120) Within 90 days after the end of each fiscal year of the Company (i) each year, a consolidated annual financial statement including income statement and statement of cash flows for the Group Companies for such fiscal year and a consolidated balance sheet for the Group Companies as of the end of the fiscal year, audited and certified by an independent certified public accountant with international reputation as approved by the Board including the affirmative consent of the Series B Director which consent shall not be unreasonably withheld or delayed, and a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget, all prepared in accordance with the U.S. GAAP or IFRS; (b) Within 30 days after the end of each fiscal quarter of the Company, a consolidated unaudited income statement and statement of cash flows for such fiscal quarter and a consolidated unaudited balance sheet for the Group Companies as of the end of such year, (ii) an income statement for such yearfiscal quarter, and (iii) a statement management report including a comparison of cash flows for the financial results of such yearfiscal year with the corresponding quarterly budget, all such financial statements prepared in accordance with the U.S. GAAP or IFRS, audited IFRS (except for year-end adjustments and certified by independent public accountants except for the absence of a Big 4 Accounting Firm selected by the Companynotes); (bc) as soon as practicablewithin twenty-one (21) days after the end of each calendar month, but in any event within unaudited monthly consolidated financial statements of the Group Companies, together with a management report including a comparison of financial results with the corresponding monthly budget; (d) No later than forty-five (45) days after the end of each fiscal quarters of the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten (10) days after prior to the end of each fiscal year, a an annual budget and business plan of the Group Companies for the next succeeding fiscal year year; (collectively, the “Budget”), approved by the Board e) Copies of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, all other documents or other information sent to any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those Person in such Person’s capacity as a shareholder of the Company, then in respect ; and (f) Copies of such period, all other documents or other information as the Preferred Holders may reasonably request. All financial statements delivered to be provided to the Preferred Holders 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 prepared in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting conformance 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 U.S. GAAP or IFRS, as amended and interpreted from time to comply with the SEC rules applicable to such Registration Statement and related offering; provided that the Company’s covenants under this Section 7.1 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 effectivetime.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal financial year of the Company Company, (i) a an audited consolidated balance sheet as of the end last day of such year, ; (ii) an audited consolidated income statement for such year, and ; (iii) a an audited consolidated statement of cash flows for such year, all ; such year-end financial statements to be in reasonable detail, prepared in accordance with U.S. IFRS, US GAAP or IFRSother international accounting standards, consistently applied with prior practice for earlier periods, in each case setting forth in comparative form figures for the previous year, audited and certified by a “Big 4” or other independent public accountants of a Big 4 Accounting Firm selected by the CompanyCompany with the approval of the Board of Directors (including the affirmative consent and vote of the Majority Preferred Directors), and accompanied by a report and opinion thereon by such independent public accountants; and (iv) a management report prepared by the management team of the Company for such year; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters quarter of each financial year of the Company Company, (i) an unaudited consolidated balance sheet as of the end last day of such quarter, ; (ii) an unaudited consolidated income statement for such quarter, and ; (iii) an unaudited consolidated statement of cash flows for such quarter quarter; and (iv) a management report prepared in accordance with U.S. GAAP or IFRSby the management team of the Company for such quarter; andTusimple (Cayman) Limited – Seventh Amended and Restated Shareholders’ Agreement 2 (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each fiscal month, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; (iii) an unaudited consolidated statement of cash flows for such month; and (iv) a management report prepared by the management team of the Company for such month; (d) as soon as practicable, but in any event within thirty (30) days prior to the end of each financial year, a proposed capital expenditures and operating budget and business plan for the next fiscal financial year (collectively, the “Budget”), . The Budgets shall have been approved by the Board of Directors, including the affirmative consent and vote of the Majority Preferred Directors, and be prepared on a monthly basis including revenues, expenses, cash position, balance sheets, income sheets and sources and applications of funds statements and statements of cash flow (including any anticipated or planned capital expenditure or borrowings) for such month and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in (a), (b) and (c) of this Section 3.1, an instrument executed by the chief financial officer of the Company and approved by certifying that such financial statements were prepared in accordance with IFRS or US GAAP, consistently applied with prior practice for earlier periods (with the Board of Directors. Ifexception that, for un-audited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard); with respect to the management reports called for in (a), (b) and (c) of this Section 3.1, such reports shall provide analysis of results, highlighting notable events and a thorough explanation of any periodmaterial differences between actual figures on the one hand and figures for the prior year and figures presented in the Budgets on the other hand; (f) such other information relating to the financial condition, business, prospects or corporate affairs of any Group Company as an Investor or any assignee of such Investor may from time to time reasonably request, provided, however, that the Company has shall not be obligated under this Section 3.1(f) or any subsidiary of the above paragraphs to provide information which the Company reasonably deems in good faith (i) to be a trade secret or similar confidential information (unless such Investor is bound by an appropriate and reasonable confidentiality obligation) or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (g) if for any period the Company shall have 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 subsidiariesSubsidiaries; (h) copies of all documents or other written information sent to any shareholder of the Company or any other Group Company; and (i) and any and all reports, schedules, forms, statements and other documents filed by the Company with any relevant securities exchange, regulatory authority or government agency. Notwithstanding anything else in this Section 7.1 Without limitation to the contraryforegoing general request, for a period of one (1) year following the Company becoming subject to the filing requirements of the U.S. Securities Exchange Act of 1934 or rules and regulations promulgated by any other securities exchange, the Company may cease providing shall deliver to each Investor copies of (i) any quarterly, annual, extraordinary or other reports filed by the information set forth in this Section 7.1 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 Company with the SEC rules applicable or any other relevant securities exchange, regulatory authority or government agency; and (ii) any annual report or other materials delivered to such Registration Statement and related offering; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time as any other shareholder of the Company is no longer actively employing its commercially reasonable efforts to cause or any other Group Company, insofar as such Registration Statement to become effective.Investor holds any Preferred Share or any Conversion Share at any time during such one (1) year period. Tusimple (Cayman) Limited – Seventh Amended and Restated Shareholders’ Agreement 3

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to (a) each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor Rights Holder holding more than ten percent (10%) of the Company’s Ordinary Shares (calculated on a fully diluted and as-converted basis) (each, a “Major Holder”), (b) Maxway (so long as Maxway shall continue to hold at least 66% of the Series B Preferred Shares, together with any Ordinary Shares issued upon the conversion of any Series B Preferred Shares, initially acquired by Maxway) and (c) OrbiMed (so long as OrbiMed shall continue to hold at least 66% of the Series C Preferred Shares, together with any Ordinary Shares issued upon the conversion of any Series C Preferred Shares, initially acquired by OrbiMed) the following documents or reports: (ai) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, a consolidated income statement and statement of cash flows for the Company (i) for such fiscal year and a consolidated balance sheet for the Company as of the end of such the fiscal year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 an Auditor, all prepared in English and in accordance with the Accounting Firm selected Standards consistently applied throughout the period, provided that the financial statements delivered to Maxway shall be prepared in accordance with International Financial Reporting Standards and shall be accompanied by the Companyauditors’ report and copies of the audited financial statements for each Major Subsidiary prepared in accordance with the accounting standards applicable to such Major Subsidiary in the jurisdiction of its formation; (bii) as soon as practicable, but in any event within forty-five (45) days after of the end of each fiscal quarters year, a consolidated unaudited income statement and statement of cash flows for such fiscal year and a consolidated balance sheet for the Company as of the Company end of such fiscal year, all prepared in English and in accordance with the Accounting Standards consistently applied throughout the period (iexcept for customary year-end adjustments and except for the absence of notes), provided that the financial statements delivered to Maxway shall be prepared in accordance with International Financial Reporting Standards and shall be accompanied by copies of the unaudited financial statements for each Major Subsidiary prepared in accordance with the accounting standards applicable to such Major Subsidiary in the jurisdiction of its formation; (iii) an within thirty (30) days of the end of each fiscal quarter, a consolidated unaudited income statement and statement of cash flows for such quarter and a consolidated balance sheet for the Company as of the end of such quarter, all prepared in English and in accordance with the Accounting Standards consistently applied throughout the period (ii) an unaudited income statement except for such quartercustomary year-end adjustments and except for the absence of notes), and (iii) an unaudited statement of cash flows for such quarter provided that the financial statements delivered to Maxway shall be prepared in accordance with U.S. GAAP or IFRS; andInternational Financial Reporting Standards and shall be accompanied by (x) copies of the unaudited financial statements for each Major Subsidiary prepared in accordance with the accounting standards applicable to such Major Subsidiary in the jurisdiction of its formation and (y) a quarterly progress report (as prepared for the Board) identifying the Company’s expansion program to date, capital expenditures, and any deviation from plans outlined in the annual budget of the Company; (civ) as soon as practicable, but in any event an annual consolidated budget for the Group Companies within ten thirty (1030) days after prior to the end beginning of each fiscal year, a budget and business plan for setting forth: the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including projected balance sheets, income statements and statements of cash flow andflows for each quarter of such fiscal year of the Group Companies on a consolidated basis and all other material matters relating to the operation, promptly after prepareddevelopment and business of the Group Companies which are reasonably necessary to be included in such budget, any other budgets or revised budgets including an annual operations review (in a pre-agreed form) describing major activities and changes affecting the Company and the Group, capital investments, achievement against operational targets, and market conditions; with the understanding that the annual budget and business plans shall have been prepared by the Company and approved by the Board Board; (v) copies of Directors. Ifall documents or other information sent to all other shareholders and any reports publicly filed by the Company with any relevant securities exchange, regulatory authority or governmental agency, no later than five (5) days after such documents or information are filed by the Company; (vi) minutes of all shareholder and board meetings for any periodGroup Company, provided that the Company has shall not be required to deliver such minutes if the Board reasonably determines that the content of such minutes consists of any subsidiary whose accounts are consolidated with those trade secret of the Company or is protected under attorney-client privilege; (vii) immediately following any change to the capitalization of any Group Company, an updated capitalization table of such Group Company certified by the chief executive officer 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date ; (viii) within thirty (30) days before of the end of each fiscal quarter, a certification issued by the Company’s good-faith estimate chief executive officer and chief financial officer (or finance director) certifying that all transactions between the Company and any of its Affiliates (other than any of the date of filing of a Registration Statement if it reasonably concludes it must do so to comply Group Companies) were arm’s length in nature, with all on-going transactions with the SEC rules applicable Company’ Affiliates (other than any of the Group Companies) and their basis of calculation disclosed in the certification; (ix) as soon as practicable, and in any event within seven (7) Business Days after receiving such request, any other information reasonably requested by any Major Holder or Maxway (so long as Maxway shall continue to such Registration Statement hold at least 50% of the Series B Preferred Shares, together with any Ordinary Shares issued upon the conversion of any Series B Preferred Shares, acquired by Maxway pursuant to the Subscription Agreement), including, but not limited to, information on the financial, legal, business operation, business strategy and related offeringcorporate governance aspects of the Group; provided provided, however, that the Company’s covenants Company shall not be obligated under this Section 7.1 shall be reinstated at such time as 8.1 to provide information (i) that the Company is no longer actively employing reasonably determines in good faith to be a trade secret or confidential information (unless covered by a confidentiality agreement, in a form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between a Group Company and its commercially reasonable efforts to cause such Registration Statement to become effectivecounsel (the above rights, the “Information Rights”).

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that Major Investor (other than a Major Investor reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company:, but in no event shall any Major Investor be deemed to be a competitor merely because it or its Affiliates invest in entities that may be deemed competitive with the Company): (a) as soon as practicable, but in any event within one hundred twenty (120) 150 days after the end of each fiscal year of the Company (i) a or such longer period of time as may be required by the Company’s independent public accountants), an audited income statement for such fiscal year, balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP generally accepted accounting principles (“GAAP”); (b) as soon as practicable, but in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows and balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, but in any event within 30 days of the end of each month, an unaudited income statement, statement of cash flows and balance sheet as of the end of such month; (d) as soon as practicable, but in any event within 120 days after the end of each fiscal year of the Company, a budget and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared, any other updated or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected revised budgets for such fiscal year prepared by the Company; (be) as soon as practicable, but in any event within forty-five (45) days after the end of each of the four (4) quarters of each fiscal quarters 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 (including, in the case of convertible debt securities, the face amount, issue date, maturity date, interest rate, conversion discount and valuation cap to the extent applicable), 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 Investor to calculate its percentage equity ownership in the Company; and (f) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or Chief Executive Officer of the Company (i) an unaudited balance sheet as and certifying on behalf of the end of Company that such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter financials were prepared in accordance with U.S. GAAP or IFRS; and consistently applied with prior practice for earlier periods (cwith the exception of footnotes that may be required by GAAP) as soon as practicable, but in any event within ten (10) days after 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 balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period, fairly present the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements condition of the Company and all its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board or a committee thereof determines that it is in the best interest of the Company to do so upon reasonable notice from any Major Investor, such consolidated subsidiariesother information relating to the financial condition, business, prospects or corporate affairs of the Company as the Major Investor or any assignee of the Major Investor may from time to time may request. Notwithstanding anything else in the foregoing, for purposes of this Section 7.1 2.1, any Major Investor that is not an institutional investor shall only be entitled to the contrary, the Company may cease providing the information deliverables set forth in this Section 7.1 during the period starting with the date thirty (302.1(a) 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 7.1 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 effectiveabove.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each InvestorHolder who holds at least 1,000,000 shares of Registrable Securities (subject to adjustment for stock splits, provided that stock dividends, reclassifications or the Board of Directors has not reasonably determined that such Investor is a Competitor of like), ▇▇▇▇▇▇▇▇▇ Partners LLC — Series A and Aperture Venture Partners III, L.P. (collectively, the Company:“Major Holders”): (a) as soon as practicable, but in any event within one hundred twenty (120) 150 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by an independent public accountants accounting firm selected with the approval of a Big 4 Accounting Firm selected the Board of Directors, including the approval of at least one of the three directors elected by the CompanyInvestors (each, an “Investor Director”); (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each fiscal quarters quarter, an unaudited profit or loss statement, a statement of cash flows as compared to the Company (i) budget and the comparable period for the prior year, an unaudited balance sheet as of the end of such quarterquarter and a written summary of operations, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement each of cash flows for such quarter which has been prepared in accordance with U.S. GAAP or IFRS; andGAAP, subject to normal year-end audit adjustments; (c) as soon as practicable, but in any event within ten (10) 30 days after prior to the end of each fiscal year, a comprehensive operating budget and business plan for the next fiscal year (collectivelyforecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the “Budget”)upcoming fiscal year, approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company and approved Company; and (d) promptly upon request by a Major Holder following the Board end of Directors. Ifeach fiscal quarter, for any periodan updated capitalization table, 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date thirty (30) days before certified by 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 7.1 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 effectiveChief Financial Officer.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for For so long as any Investor holds any shares of it is the Master Servicer or a Servicer, Ingr▇▇ ▇▇▇ro Inc. shall furnish to the Company, the Company shall deliver to Trustee, any Insurer, each Investor, provided that Agent and the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyRating Agencies: (a) as soon as practicablepromptly after filing, but copies of each Form 10-K, Form 10-Q and Form 8K (or any respective successor forms) filed with the Securities and Exchange Commission (or any successor authority) or any national securities exchange (including, in each case, any event exhibits thereto if requested); (b) to the extent not disclosed in such Forms 10-K, Forms 10-Q and Forms 8-K for the applicable period, copies of the following financial statements, reports, notices and information: (i) within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) a Ingr▇▇ Micro Inc., Ingr▇▇ ▇▇▇ro Inc.'s consolidated balance sheet and related statements of income, stockholders' equity and cash flows showing the consolidated financial condition of Ingr▇▇ ▇▇▇ro Inc. and its consolidated subsidiaries as of the end close of such fiscal year and the consolidated results of its operations and the operations of such subsidiaries during such year (and showing, on a comparative basis, the figures for the previous year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year), all such financial statements prepared in accordance with U.S. GAAP audited by Price Waterhouse or IFRS, audited and certified by other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect except that qualifications relating to (i) preacquisition balance sheet accounts of Persons acquired by Ingr▇▇ Micro Inc. or any of its Subsidiaries and (ii) statements in reliance on another accounting firm shall be permitted) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Ingr▇▇ Micro Inc. and its consolidated subsidiaries on a Big 4 Accounting Firm selected by the Companyconsolidated basis in accordance with GAAP consistently applied; (bii) as soon as practicable, but in any event within forty-five (45) 60 days after the end of each of the first three fiscal quarters of the Company (i) an each fiscal year of Ingr▇▇ ▇▇▇ro Inc., Ingr▇▇ ▇▇▇ro Inc.'s unaudited consolidated balance sheet and related statements of income, stockholders' equity and cash flows showing the consolidated financial condition of Ingr▇▇ ▇▇▇ro Inc. and its consolidated subsidiaries as of the end close of such quarterfiscal quarter and the consolidated results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year (and showing, (ii) an unaudited income statement on a comparative basis, such information as of and for such quarterthe corresponding dates and periods of the preceding fiscal year), all certified by a Responsible Officer of Ingr▇▇ ▇▇▇ro Inc. as fairly presenting in all material respects the consolidated financial condition and (iii) an unaudited statement results of cash flows for such quarter prepared operations of Ingr▇▇ ▇▇▇ro Inc. and its consolidated subsidiaries on a consolidated basis in accordance with U.S. GAAP (except for the absence of footnote disclosure) consistently applied, subject to year-end audit adjustments; (c) concurrently with any delivery of financial statements under subsection (b)(i) above, a certificate of the Responsible Officer certifying such statements; (d) promptly after the filing thereof copies of any registration statement (other than the exhibits thereto and excluding any registration statements on Form S-8 and any other registration statement relating exclusively to stock, bonus, option, 401(k) and other similar plans for officers, directors and employees of Ingr▇▇ ▇▇▇ro Inc., Ingr▇▇ ▇▇▇ustries Inc., Ingr▇▇ ▇▇▇ertainment Inc. or IFRSany of their respective Subsidiaries or Affiliates); and (ce) as soon as practicablepromptly, but in any event within ten (10) days after from time to time, such other information regarding the end operations, business affairs and financial condition of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after preparedIngr▇▇ ▇▇▇ro Inc., any other budgets Significant Subsidiary, or revised budgets prepared by the Company and approved by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting compliance with the date thirty (30) days before the Company’s good-faith estimate terms 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 7.1 shall be reinstated at such time any Transaction Document, in each case as the Company is no longer actively employing its commercially reasonable efforts to cause such Registration Statement to become effectiveTrustee, any Agent or any Holder may reasonably request.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each fiscal quarters month, an unaudited income statement and statement of the Company (i) cash flows for such month, and an unaudited balance sheet as of the end of such quartermonth, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(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 ten thirty (1030) days after 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 balance sheets, income statements and statements of cash flow Directors and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of DirectorsCompany. 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 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on Until the date of this Agreement, for so long as any Investor holds any shares closing of the CompanyInitial Public Offering, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) an income and a cash flows statement for such year, and (iii) a statement of cash flows for such year-end financial reports to be in reasonable detail, all such financial statements prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles, and audited and certified by independent public accountants of a Big 4 Accounting Firm selected approved by the CompanyBoard; (b) as soon as practicable, but in any event within forty-five (45) 30 days after of the end of each fiscal quarters of the Company (i) month, an unaudited income statement (showing actual, budget and prior month) and cash flows statement and balance sheet for and as of the end of such quartermonth, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; andreasonable detail; (c) as soon as practicable, but in any event within ten 45 days of the end of each fiscal quarter, an unaudited income statement, cash flows statement and balance sheet for and as of the end of each such quarter, in reasonable detail; (10d) as soon as practicable, but in any event 30 days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year year, prepared on a monthly basis, including income statements, balance sheets and cash flows statement statements for such months and, as soon as practicable after the adoption thereof, any revisions to such annual budget; (collectivelye) as soon as is practicable after delivery or occurrence, but in no event later than ten (10) days following such delivery or occurrence, other reports, including any notices or reports to stockholders or members of the financial community, the “Budget”)Company’s accountants or business consultants, approved by the Board of Directors, including balance sheets, income statements governmental agencies and statements of cash flow and, promptly after preparedauthorities, any other budgets or revised budgets prepared reports filed by the Company or its officers, directors and approved by representatives with any securities exchange or the Board SEC and notice of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date thirty (30) days before event which might have a material effect on the Company’s good-faith estimate of business prospects or financial condition or on 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 Investor’s investments in the Company’s covenants under this Section 7.1 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 As each Investor hereby agrees -------------------------------- that such Investor shall use diligent efforts to maintain the confidentiality of the financial information of the Company, to be provided as described in this Section 2, and to use such financial information of the Company covenants and agrees that, commencing on the date of this Agreement, solely for so long as any Investor holds any shares of purposes related to such Investor's relationship with the Company, the Company shall deliver the financial information of the Company, as described in this Section 2, to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder's equity as of the end of such year, (ii) an income and a statement of cash flow for such year, and (iii) a statement of cash flows for such year-end financial reports to be in reasonable detail, all such financial statements prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles, audited and certified by together with a report of independent public accountants of a Big 4 Accounting Firm 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 fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited income statement and statement of cash flow for such fiscal quarter and an unaudited balance sheet and a statement of stockholder's equity as of the end of such quarterfiscal quarter and 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 number of common shares issuable upon conversion or exercise of any outstanding securities convertible or exercisable for common shares and the exchange ratio or exercise price applicable thereto, all in sufficient detail as to permit the Investor to calculate its percentage equity ownership in the Company. (iic) within thirty (30) days of the end of each month, an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows flow and balance sheet for and as of the end of such quarter prepared month, in accordance with U.S. GAAP or IFRS; andreasonable detail; (cd) as soon as practicable, but in any event within ten thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow prepared on a monthly basis and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated Company; (e) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with generally accepted accounting principles consistently applied with prior practice for earlier periods, all in reasonable detail, subject to changes resulting from year-end audit adjustments, and fairly present the financial condition of the Company and its results of operation for the period specified; (f) such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company may cease providing as the information set forth in this Section 7.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate Investor or any assignee of the date of filing of a Registration Statement if it reasonably concludes it must do so Investor may from time to comply with the SEC rules applicable to such Registration Statement and related offering; provided time request, provided, however, that the Company’s covenants Company shall not be obligated under this subsection (f) or any other subsection of Section 7.1 shall 2.1 to provide information which it deems in good faith to be reinstated at a trade secret or similar confidential information unless the person requesting such time as information has agreed to reasonable confidentiality restrictions with respect to the Company is no longer actively employing its commercially reasonable efforts to cause use of such Registration Statement to become effectiveinformation.

Delivery of Financial Statements. The Company covenants and agrees thatshall, commencing on the date of this Agreementupon request, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor (or transferee of an Investor) that holds at least 1,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, provided that stock dividends, combinations or the Board of Directors has not reasonably determined that such Investor is like) (a Competitor of the Company:“Major Investor”): ​ (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company;Company unless the Board determines that an audit is not required; ​ (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such fiscal quarter prepared in accordance with U.S. GAAP or IFRS; andGAAP; (c) within thirty (30) days of the end of each month, an unaudited income statement, statement of cash flows, balance sheet and statement of stockholders’ equity for and as of the end of such month, in reasonable detail prepared in accordance with GAAP; ​ (d) as soon as practicable, but in any event within ten event, thirty (1030) days after before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, collectively the “Budget”), approved by the Board of Directorsand prepared on a monthly basis, including balance sheets, income statements and statements of cash flow andfor such months; ​ (e) with respect to the financial statements called for in this Section 2.1, promptly after preparedan instrument executed by the Chief Financial Officer and Chief Executive Officer of the Company certifying that the financial statements were prepared in accordance with GAAP, any other budgets or revised budgets prepared by consistently applied, with prior practice for earlier periods, and fairly present the financial condition of the Company and the results of operation for the period specified therein; and (f) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time reasonably request (including, without limitation, in the case of NBCU, to enable NBCU to determine compliance with relevant Anti-Corruption Laws), provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information. ​ ​ Unless otherwise approved by the Board Board, including the affirmative vote or written consent of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those a majority of the Company, Investor Directors then in respect of such periodoffice, the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements this Section 2.1 will include all subsidiaries of the Company and all such on a consolidated subsidiariesbasis. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so So long as the Investors continue to hold any Investor holds any shares of the CompanyPreferred Shares or Conversion Shares, the Company shall, and the chief financial officer or financial controller of the Company shall cause the Company to deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyInvestors: (a) with respect to the financial year of 2019, as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal such financial year of the Company Company, annual management and financial report, including but not limited to (i) a an audited consolidated balance sheet as of the end last day of such year, ; (ii) an audited consolidated income statement for such year, ; and (iii) a an audited consolidated statement of cash flows for such year, all ; such year-end financial statements to be in reasonable detail, prepared in accordance with U.S. PRC GAAP or IFRS, other accounting principles as approved by the Board (including the consent of Majority Investor Directors) consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants an accounting firm that is one of a Big 4 Accounting Firm selected by the Company“big four accounting firms” (四大会计师事务所); (b) with respect to the financial years following the financial year of 2019, as soon as practicable, but in any event within fortyseventy-five (4575) days after the end of each fiscal quarters such financial years of the Company Company, annual management and financial report, including but not limited to (i) an unaudited audited consolidated balance sheet as of the end last day of such quarter, year; (ii) an unaudited audited consolidated income statement for such quarter, year; and (iii) an unaudited audited consolidated statement of cash flows for such quarter year; such year-end financial statements to be in reasonable detail, prepared in accordance with U.S. PRC GAAP or IFRS; andother accounting principles as approved by the Board (including the consent of Majority Investor Directors) consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by an accounting firm that is one of the “big four accounting firms” (四大会计师事务所); (c) as soon as practicable, but in any event within ten twenty (1020) days after the end of each fiscal quarter, quarterly management and financial report, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of each of the Company and its Subsidiaries as of the last day of such quarter; (ii) an unaudited consolidated income statement and income statement of each of the Company and its Subsidiaries for such quarter; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of the Company and its Subsidiaries for such quarter; (d) as soon as practicable, but in any event within fifteen (15) days after the end of each month, monthly management and financial report, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of each of the Company and its Subsidiaries as of the last day of such month; (ii) an unaudited consolidated income statement and income statement of each of the Company and its Subsidiaries for such month; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of the Company and its Subsidiaries for such month; (e) no later than thirty (30) days prior to the end of each financial year, a budget and business plan detailed proposed Annual Plan for the next fiscal financial year to be submitted to the Board for approval (collectively, including the “Budget”approval of Majority Investor Directors), approved by the Board including, revenues, expenses, cash position, balance sheets and sources and applications of Directors, funds statements (including balance sheets, income statements any anticipated or planned capital expenditure or borrowings and statements of cash flow reserved ▇▇▇▇▇ cash) and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (f) with respect to the financial statements referred to in Sections 3.1(a), (b), (c) and (d), if requested by the Investors, an instrument executed by the chief executive officer of the Company and certifying that such financials were prepared in accordance with PRC GAAP or other accounting principles as approved by the Board (including the consent of Majority Investor Directors. If), consistently applied with prior practice for earlier periods (with the exception, for any periodunaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). The management of the Company has shall also provide an analysis of results, highlighting notable events and a thorough explanation of any subsidiary material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Annual Plan on the other hand, if requested by the Investors; (g) such other information (A) provided to any other Shareholder, or (B) as the Investors or any assignee of the Investors may from time to time reasonably request; (h) if for any period the Company shall have 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 Subsidiaries; and (i) notwithstanding anything else in this Section 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 and eighty (180) days after the effective date of, the registration effecting the IPO, in the event and to the extent required under the applicable Law of a Registration Statement if it reasonably concludes it must do so the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to comply with the SEC rules applicable to such Registration Statement and related offeringbe filed; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such Registration Statement registration statement to become effective.

Delivery of Financial Statements. The Company covenants shall, upon request, deliver to R▇▇▇▇▇ Venture Partners L.P., D▇▇▇▇ Capital Ltd. and agrees that, commencing on the date of this Agreement, for so long as any each Investor that (together with its Affiliates) holds any shares at least five percent of the Company, the Company shall deliver ’s Preferred Stock then outstanding (on an as-if converted to each Common Stock basis) (a “Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:”): (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) an income statement for such fiscal year, and (iii) a statement of cash flows for such fiscal year, all such year-end financial statements reports to be in reasonable detail and prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and all such year-end financial reports shall be audited and certified by an independent public accountants of a Big 4 Accounting Firm accounting firm selected by the CompanyBoard of Directors; (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each quarter of each fiscal quarters year of the Company (i) an unaudited balance sheet as of the end of such quarterCompany, (ii) an unaudited income statement for such quarterstatement, and (iii) an unaudited statement of cash flows for such fiscal quarter and an unaudited balance sheet for such quarter, such quarterly financial reports to be in reasonable detail; (c) as soon as practicable after the end of each calendar month, and in any event within 30 days thereafter, an unaudited income statement, an unaudited statement of cash flows for such month, and an unaudited balance sheet for such month, such monthly financial reports to be in reasonable detail; (d) as soon as practicable, but in any event at least 30 days prior to the end of each fiscal year, an operating budget forecasting the next fiscal year, including balance sheets, income statements and statements of cash flows, such budget to be in reasonable detail and prepared in accordance with U.S. GAAP on a monthly basis, and promptly following preparation, any other updated or IFRSrevised budgets for such fiscal year prepared by the Company; and (ce) as soon as practicable, but in any event within ten (10) 45 days after the end of each quarter of each fiscal yearyear of the Company, a budget capitalization table showing each equity holder and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board share of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directorsfully diluted ownership. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees thatshall, commencing on the date of this Agreementupon request, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that so long as such Investor is a Competitor owns at least five hundred thousand (500,000) shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and the Company:like), or Major Stockholder (as defined below) (or transferee of such Investor or Major Stockholder): (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSInternational Accounting Standards Committee standards (“IAS”), and audited and certified by independent public accountants of a Big 4 Accounting Firm 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 fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter. (c) within thirty (30) days of the end of each month, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows and balance sheet for and as of the end of such quarter prepared month, in accordance with U.S. GAAP or IFRS; andreasonable detail; (cd) as soon as practicable, but in any event within ten at least thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), in such manner and form as approved by the Company’s Board of Directors, including the Preferred Directors (as defined below), prepared on a monthly basis, including pro forma balance sheets, income 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 and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated Company; (e) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the foregoing sections shall Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with IAS consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by IAS) and fairly present the consolidated and consolidating financial statements condition of the Company and all its results of operation for the period specified, subject to year-end audit adjustment; and (f) such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 other information relating to the contraryfinancial condition, business or corporate affairs of the Company as the Investors may cease providing the information set forth in this Section 7.1 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 from time to comply with the SEC rules applicable to such Registration Statement and related offering; provided time request, provided, however, that the Company’s covenants Company shall not be obligated under this subsection (f) or any other subsection of Section 7.1 shall 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its a trade secret or similar confidential information. Each Major Stockholder or Investor agrees to use, and to use commercially reasonable efforts to cause ensure that its authorized representatives use, the same degree of care as such Registration Statement Major Stockholder or Investor uses to become effectiveprotect its own confidential information to keep confidential and not disclose to any third party, except as otherwise expressly permitted hereunder, any information furnished to it by the Company pursuant to this Section 2.1 which the Company identifies as being proprietary or confidential except such information that (i) was in the public domain prior to the time it was furnished to such person, (ii) is or becomes (through no willful improper action or inaction by such person) generally available to the public, (iii) was in its possession or known by such person without restriction prior to receipt from the Company, (iv) was rightfully disclosed to such Investor by a third party without restriction or (v) was independently developed without any use of the Company’s confidential information. Notwithstanding the foregoing, such Major Stockholder or Investor may disclose such proprietary or confidential information to any former, current or prospective partner, limited partner, general partner or management company of such person (or any employee or representative of any of the foregoing) (each of the foregoing persons, a “Permitted Disclosee”) or legal counsel, accountants or representatives for such person or Permitted Disclosee provided that such Permitted Disclosee and/or its representatives agree to maintain the confidentiality of such information. Furthermore, nothing contained herein shall prevent any Major Stockholder or Investor or Permitted Disclosee from (y) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Major Stockholder or Investor or Permitted Disclosee does not, except as permitted in accordance with this Section 2.1, disclose any proprietary or confidential information of the Company in connection with such activities, or (z) making any disclosures required by law, rule, regulation or court or other governmental order.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor (or transferee of an Investor) that holds at least 2,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, provided that the Board of Directors has not reasonably determined that such Investor is stock dividends, combinations and other recapitalizations) (a Competitor of the Company:“Major Investor”): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company Company, an unaudited income statement, statement of cash flows for such fiscal quarter (i) actual and estimated for the coming six month period), an unaudited balance sheet as of the end of such quarterfiscal quarter and a detailed capitalization table; (c) within thirty (30) days of the end of each of the first three (3) quarters of the fiscal year of the Company and upon reasonable request by such Investor, a detailed narrative of the financials described in Section 2.1(b) above; (iid) within thirty (30) days of the end of each fiscal month of the Company, an unaudited income statement for such quarterstatement, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; andfiscal month and an unaudited balance sheet as of the end of such fiscal month; (ce) as soon as practicable, but in any event within ten at least thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a quarterly basis, including balance sheets, income statements and statements of cash flow flows for such quarters and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated Company; (f) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsection (b) of this Section 2.1, an instrument executed by the foregoing sections shall Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the consolidated and consolidating financial statements condition of the Company and all its results of operation for the period specified, subject to year-end audit adjustment; and (g) such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 other information relating to the contraryfinancial condition, business or corporate affairs of the Company as the Major Investor may cease providing the information set forth in this Section 7.1 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 from time to comply with the SEC rules applicable to such Registration Statement and related offering; provided time request, provided, however, that the Company’s covenants Company shall not be obligated under this subsection (f) or any other subsection of Section 7.1 shall 2.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such Registration Statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each InvestorMajor Investor , provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor competitor of the Company: (a) as soon as practicable, but in any event within one 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) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm 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 quarter of each fiscal quarters year of the Company (i) Company, unaudited statements of income and 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(except that such financial statements may (i) be subject to normal year-end audit adjustments; andand (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within ten thirty five (1035) days 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; (d) as soon as practicable, but in any event sixty (60) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company (such budget and business plan that is approved by the Board of DirectorsDirectors is collectively referred to herein as the “Budget”); (e) 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, without limitation, any material changes to the Company’s Regulation A offering; 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, 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 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one 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) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm regionally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each quarter of each fiscal quarters year of the Company (i) 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(except that such financial statements may (i) be subject to normal year-end audit adjustments; andand (ii) not contain all notes thereto that may be required in accordance with GAAP), except the foregoing information for the June 30th quarter shall be provided promptly but in no event later than ninety (90) days after June 30th; (c) as soon as practicable, but in any event within ten thirty (1030) days after 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, as prepared in accordance with past practices of the Company; (d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal yearyear commencing with the budget for 2022, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company (such budget and business plan that is approved by the Board of DirectorsDirectors (including the vote of at least one of the Preferred Directors then seated, the “Requisite Preferred Director Vote”) is collectively referred to herein as the “Budget”). If, for any periodNotwithstanding the foregoing, the Company has any subsidiary whose accounts are consolidated shall use commercially reasonable efforts to prepare the 2021 Budget promptly following the Closing such that the Board, including with those the Requisite Preferred Director Vote, shall approve the 2021 Budget no later than February 15, 2021; and (e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company, then including without limitation a detailed capitalization table, 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 respect of such periodgood faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, the financial statements delivered pursuant in a form acceptable to the foregoing sections shall be Company); or (ii) the consolidated and consolidating financial statements disclosure of which would adversely affect the attorney-client privilege between the Company and all such consolidated subsidiariesits counsel. Notwithstanding anything else in this Section 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for For so long as any Investor holds any shares of the CompanyPreferred Stock are outstanding, the Company shall deliver to each InvestorMajor Investor (as hereinafter defined) and, provided that if so requested, Fountain Leasing 2013, other than a Major Investor reasonably deemed by the Board of Directors has not reasonably determined that such Investor is Company to be a Competitor competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) 120 days after the end of each fiscal year of the Company (i) Company, a consolidated income statement for such fiscal year, a consolidated balance sheet of the Company and consolidated statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a consolidated statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by an independent public accountants accounting firm of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis (the “Operating Plan”), and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (c) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited consolidated income statement and consolidated statement of cash flows for such fiscal quarter and an unaudited consolidated balance sheet as of the end of such fiscal quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS; and(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); (cd) as soon as practicable, but in any event within ten 30 days of the end of each month, an unaudited consolidated income statement and consolidated statement of cash flows and consolidated balance sheet for and as of the end of such month, in reasonable detail and compared against the Operating Plan; (10e) days after as soon as practicable following the end of each fiscal yearquarter, a budget capitalization table showing the numbers of shares and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board percentage of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those ownership of the Company, then in ’s Common Stock (on an as-converted basis) of all of the outstanding capital stock of the Company held by each of its stockholders; (f) with respect of such period, the to any unaudited financial statements delivered pursuant to called for in this Section 2.1, an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or President of the Company and all certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the consolidated subsidiariesCompany and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board determines that it is in the best interest of the Company to do so. Notwithstanding anything else in this Section 7.1 2.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 2.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to -------------------------------- each Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:(as defined in Section 2.1): (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) commencing with the fiscal year ending December 31, 1994, a balance sheet as sheet, and statements of the end of such year, (ii) an income statement operations and cash flow for such fiscal year. Such year end financial reports to be in reasonable detail, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles ("GAAP"), and audited and certified by independent public accountants ---- of a Big 4 Accounting Firm nationally recognized standing selected by the Company. In addition, within ninety (90) days after the end of each fiscal year of the Company, a capitalization chart setting forth the principal stockholders of the Company; (b) within thirty (30) days of the end of each quarter, and until a public offering of Common Stock of the Company, an unaudited statement of operations and balance sheet for and as soon as practicableof the end of such quarter, but in any event reasonable detail and prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes; (c) within forty-five (45) days after the end of each fiscal quarters of the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten (10) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including a balance sheets, income statements sheet and statements statement of cash flow operations for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated Company; (d) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsection (b) of this Section 3. 1, an instrument executed by the foregoing sections shall be Chief Financial Officer, President or Chairman of the consolidated Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods and consolidating fairly present the financial statements condition of the Company and all its results of operation for the period specified, subject to year-end audit adjustments and the absence of footnotes; and (e) such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 other information relating to the contraryfinancial condition, business, prospects or corporate affairs of the Company may cease providing as the information set forth in this Section 7.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate Investor or any assignee of the date of filing of a Registration Statement if it reasonably concludes it must do so Investor may from time to comply with the SEC rules applicable to such Registration Statement and related offering; provided time request, provided, however, that the Company’s covenants under this Section 7.1 shall be reinstated at such time as -------- the Company is no longer actively employing its commercially reasonable efforts shall not be obligated to cause such Registration Statement provide information which it deems in good faith to become effectivebe proprietary.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so As long as any Investor holds any shares of the CompanyPreferred Shares remain outstanding, the Company shall deliver to each Investor, provided that holder of Preferred Shares the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (ai) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) beginning 2008, a consolidated income statement and statement of cash flows for the Company for such fiscal year and a consolidated balance sheet for the Company as of the end of such the fiscal year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by a “big four” firm of independent certified public accountants of a Big 4 or such other accounting firm that is registered with the Public Company Accounting Firm selected Oversight Board and approved by the CompanyBoard, including all Preferred Directors (except that in the event any holder or holders of Preferred Shares elect not to designate a Preferred Director such holder(s) have the right to designate, then the approval of any Board Observer designated pursuant to Section 11.8(i), if any, shall be required), if any, and a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget, all prepared in English and in accordance with U.S. GAAP; (bii) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters quarter of the Company (i) an Company, a consolidated unaudited income statement and statement of cash flows for such fiscal quarter and a consolidated unaudited balance sheet for the Company as of the end of such fiscal quarter, and a management report including a comparison of the financial results of such fiscal year with the corresponding quarterly budget, all prepared in English and in accordance with U.S. GAAP (iiexcept for year-end adjustments and except for the absence of notes); (iii) an within thirty (30) days of the end of each month, a consolidated unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter month and a consolidated balance sheet for the Company as of the end of such month, and a management report all prepared in English and in accordance with U.S. GAAP or IFRS; and(except for year-end adjustments and except for the absence of notes); (civ) as soon as practicable, but in any event within ten no later than thirty (1030) days after prior to the end of each fiscal year, a an annual budget and business plan for the next succeeding fiscal year year; and (collectively, the “Budget”), approved by the Board v) copies of Directors, including balance sheets, income statements all documents or other information sent to other shareholders and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared reports publicly filed by the Company and approved with any relevant securities exchange, regulatory authority or governmental agency, no later than five (5) days after such documents or information are sent or filed by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares Each of the Company, LLC and the Company Corporation shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty sixty (12060) days after the end of each fiscal year of the Company Corporation or the LLC, as applicable, (i) a balance sheet as of the end of such year, (ii) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the CompanyCorporation or the LLC, as applicable; (b) as soon as practicable, but in any event within forty-five fifteen (4515) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) LLC, 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS; and(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 ten fifteen (1015) days after of the end of each month, an unaudited income statement and statement of cash flows of the LLC for such month, and an unaudited balance sheet and statement of stockholders’ equity of the LLC 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 thirty (30) days before the end of each fiscal year, a budget and business plan for the LLC for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved Corporation or the LLC, as applicable; (e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Corporation or the LLC as any Major Investor may from time to time reasonably request; provided, however, that neither the Corporation nor the LLC shall be obligated under this Section 3.1 to provide information (i) that the LLC reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement (to the extent that the confidentiality covenant set forth in Section 3.4 hereof is reasonably determined by the LLC to be inadequate or inapplicable to protect such information) in form reasonably acceptable to the LLC), and provided, that the right set forth in this clause (i) of the Corporation or the LLC, as applicable, to withhold information shall not apply to information that the Corporation or the LLC, as applicable, is expressly obligated to provide to a Significant Securityholder pursuant to this Section 3.1, except to the extent such information was provided during a portion of a meeting of the Corporation Board or the LLC Board where a Designee of Directorssuch Significant Securityholder recused himself or herself because of a conflict of interest or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Corporation or the LLC and its counsel (in which case, the Corporation or the LLC shall provide such information to such Major Investor’s designee, if any, to the Corporation Board or the LLC Board, as applicable). The Companies shall promptly notify each Major Investor of any pending or threatened litigation or other material claim involving the Companies. If, for any period, the Company Corporation or the LLC has any subsidiary whose accounts are consolidated with those of the Companyits own, 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 such entity and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants shall deliver (i) to each Holder of at least 1,000,000 shares of Registrable Securities (other than a Holder reasonably deemed by the Company to be a competitor of the Company) and agrees that, commencing on the date of this Agreement, for (ii) so long as twenty percent (20%) of the Series E Preferred Stock or any Investor holds any Common Stock issued upon conversion thereof remains outstanding, to each Holder that purchased Series E Preferred Stock under the Purchase Agreement, so long as such Holder continues to hold at least twenty percent (20%) of the aggregate number of shares of Series E Preferred Stock originally purchased by it under the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyPurchase Agreement: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSaccounting principles generally accepted in the United States (“GAAP”), and audited and certified by an independent public accountants accounting firm of a Big 4 Accounting Firm 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 fiscal quarters of the Company (i) quarter, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such fiscal quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and; (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in no event after January 31 of any given fiscal year, a budget and business plan for the next such fiscal year (collectivelyyear, the “Budget”)prepared on a monthly basis, approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated Company; and (e) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsections 2.1(b) and 2.1(c) above, an instrument executed by the foregoing sections shall be Chief Financial Officer or President of the consolidated and consolidating Company certifying that such financial statements were prepared in accordance with GAAP (with the exception of footnotes that may be required by GAAP) consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during its results of operations for the period starting with the date thirty (30) days before the Company’s goodspecified, subject to year-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 7.1 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 effectiveend audit adjustments.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board holder of Directors has not reasonably determined that such Investor is a Competitor of the CompanyPreferred Shares: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal financial year of the Company Company, (i) a an audited consolidated balance sheet as sheets of the end of Group Companies for such year, ; (ii) an audited consolidated income statement statements of the Group Companies for such year, and ; (iii) a statement an audited consolidated statements of cash flows of the Group Companies for such year, all ; such year-end financial statements shall be in reasonable detail, prepared in accordance with U.S. GAAP GAAP, consistently applied with past practice for earlier periods, and be reviewed by one of the Big-Four Accounting Firms or IFRS, audited an accounting firm with permit to conduct securities and certified by independent public accountants of a Big 4 Accounting Firm futures related business selected by the CompanyCompany with the approval of the Board of Directors (including the consent and affirmative votes of the Investor Director Majority), and be accompanied by a report thereon by such independent public accountant, in each case to such Investor’s satisfaction; and (iv) if requested by any Investor, a management report of the Group Companies prepared by the management team of the Company for such year; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of the Company quarter, (i) an unaudited consolidated balance sheet of the Group Companies as of the end last day of such quarter, ; (ii) an unaudited consolidated income statement of the Group Companies for such quarter, and ; (iii) an unaudited consolidated statement of cash flows of the Group Companies for such quarter quarter; and (iv) primary operation data of the Group Companies of such quarter; and (v) if requested by any Investor, an unaudited and consolidated financial statements of the Group Companies and a management report of the Group Companies prepared in accordance with U.S. GAAP or IFRS; andby the management team of the Company for such quarter; (c) as soon as practicable, but in any event event, within ten thirty (1030) days after prior to the end of each fiscal financial year, a proposed capital expenditures and operating budget and business plan of the Group Companies for the next fiscal financial year (collectively, the “Budget”), . The Budgets shall be approved by the Board of Directors, including the consent and affirmative votes of the Investor Director Majority, and be prepared on a monthly basis covering revenues, expenses, cash position, balance sheets, income sheets and sources and applications of funds statements and statements of cash flow (including any anticipated or planned capital expenditure or borrowings) for such month and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (d) such other information relating to the financial condition, business, prospects, corporate affairs or other material aspects of the Group Companies as any Investor or any assignee of such Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 3.1(d) or any of the above paragraphs to provide information which the Company reasonably deems in good faith (i) to be a trade secret or similar confidential information which shall have been proved and approved certified by the Board of Directors. If, the Company; or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; (e) if for any period, the period any Group Company has shall have any subsidiary Subsidiary whose accounts are consolidated with those of the such Group Company, then in respect of such period, period the consolidated financial statements delivered pursuant to the foregoing sections shall be consolidate the consolidated and consolidating financial statements of the Company Group Companies and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 Subsidiaries; (f) such other information as furnished to any other Investor; and (g) without limitation to the contraryforegoing general requirement, for a period of three (3) years following the Company becoming subject to the filing requirements under the U.S. Securities Exchange Act of 1934 or rules and regulations promulgated by any other securities exchange, the Company may cease providing shall deliver to such Investor copies of (i) any quarterly, annual, extraordinary or other reports filed by the information set forth in this Section 7.1 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 Company or any other Group Company with the SEC rules applicable or any other relevant securities exchange, regulatory authority or government agency; and (ii) any annual report or other materials delivered to such Registration Statement and related offering; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time as any other shareholder of the Company is no longer actively employing its commercially reasonable efforts to cause or any other Group Company, insofar as such Registration Statement to become effectiveInvestor holds any Preferred Share or warrant, any Conversion Share or any other Equity Security at any time during such three (3) year period.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the CompanySubject to Section 8.3, the Company shall deliver to each Investor, provided that such Preferred Shareholder the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Group beginning in respect of the Company’s fiscal year ending December 31, 2008, consolidated, audited annual financial statements for the Company Group for such fiscal year and a consolidated balance sheet for the Company Group as of the end of such the fiscal year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm an Auditor selected by the CompanyCompany and approved by the Preferred Shareholders holding more than fifty percent (50%) of then outstanding Series A Preferred Shares and the Preferred Shareholders holding more than seventy-five percent (75%) of then outstanding Series B Preferred Shares, a copy of the Company Group’s annual operating plan and budget, and a management report including a comparison of the financial results of such fiscal year with the corresponding business plan, all prepared in accordance with US GAAP; (b) as soon as practicable, but in any event within forty-five (45) days after of the end of each fiscal quarters quarter, a consolidated un-audited income statement and statement of cash flows for such quarter and a consolidated balance sheet for the Company (i) an unaudited balance sheet Group as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement a management report including a comparison of cash flows for the financial results of such quarter with the corresponding business plan, prepared in accordance with U.S. GAAP or IFRS; andUS GAAP; (c) as soon as practicable, but in any event within ten fifteen (1015) days after of the end of each month, a consolidated un-audited income statement and a consolidated balance sheet for the Company Group as of the end of such month, a copy of the annual operating plan and budget, and a management report including a comparison of the financial results against the Company's business plan, all prepared in accordance with US GAAP; (d) no later than forty-five (45) days prior to the end of each fiscal year, a an annual consolidated budget and business operating plan of the Company Group for the next succeeding fiscal year year; and (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, e) any other budgets or revised budgets prepared reports publicly filed by the Company and approved by the Board of Directors. IfGroup with any relevant securities exchange, 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectiveregulatory authority or governmental agency.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to the Investor and each Investor, provided that Series A Holder (or transferee any of the Board of Directors has not reasonably determined foregoing) (it being understood and agreed that such Investor Stockholder may refuse to accept or receive such information to the extent it is a Competitor of unwilling to be subject to the Company:confidentiality restrictions set forth in this Article IV): (ai) as soon as practicable, but in any event within one hundred twenty forty five (12045) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSGAAP, and (ii) as soon as practicable, but in any event within sixty (60) days after the end of each fiscal year of the Company, the financial statements described in clause (i), prepared in accordance with U.S. GAAP, and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited income statement for such quarter, statement of cash flows for such quarter and an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and; (c) as soon as practicable, but in any event within ten (10) 30 days after the end of each month of each fiscal yearyear of the Company, an unaudited income statement for such month, statement of cash flows for such month and an unaudited balance sheet as of the end such month; (d) as soon as practicable, but in any event by December 31st, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income 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 and approved by the Board of Directors. If, for or any period, the Company has update to any subsidiary whose accounts are consolidated such business plan or budgets; (e) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsections (b) and (c) of this Section 4.1, an instrument executed by the foregoing sections shall Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with U.S. GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by U.S. GAAP) and fairly present the consolidated and consolidating financial statements condition of the Company and all its results of operation for the period specified, subject to year-end audit adjustment; and (f) such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 other information relating to the contraryfinancial condition, business or corporate affairs of the Company as the Investor or Series A Holders may cease providing the information set forth in this Section 7.1 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 from time to time reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement and related offering; provided request, provided, however, that the Company’s covenants Company shall not be obligated under this subsection (e) or any other subsection of Section 7.1 shall 4.1 to provide information that it deems in good faith to be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such Registration Statement to become effectivea trade secret or similar confidential information.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, (provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor competitor of the Company:): (a) as soon as practicable, but in any event within one hundred twenty (120) 180 days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such fiscal year, (ii) an statements of income statement and of cash flows for such fiscal year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such fiscal year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the CompanyGAAP; (b) as soon as practicable, but in any event within forty-five (45) 45 days after the end of each fiscal of the first three quarters of each fiscal year of the Company (i) Company, unaudited statements of income and 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(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 ten (10) 10 days after 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 balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directorson a monthly basis. 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 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that TCH and Kingsoft Corporation the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing: (aA) as As soon as practicable, but in any event within one hundred twenty and five (120105) days after the end of each fiscal financial year of the Company Company, (i) a consolidated balance sheet as of the end last day of such year, ; (ii) an a consolidated income statement for such year, ; and (iii) a consolidated statement of cash flows for such year, all ; such year-end financial statements to be in reasonable detail, prepared in accordance with U.S. GAAP IFRS (or IFRS, another internationally recognized accounting standard acceptable to TCH) consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by one of the “Big 4” independent public accountants of a Big 4 Accounting Firm accounting firm selected by the Company;Company with the approval of the Board of Directors, and accompanied by a report and opinion thereon by such independent public accountants. (bB) as As soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters quarter of each financial year of the Company Company, (i) an unaudited consolidated balance sheet as of the end last day of such quarter, ; (ii) an unaudited consolidated income statement for such quarter, ; and (iii) an unaudited consolidated statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; andquarter. (cC) as As soon as practicable, but in any event within ten thirty (1030) days after the end of each month, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month and (iii) an unaudited consolidated statement of cash flows for such month. (D) As soon as practicable, but in any event fifteen (15) days prior to the end of each fiscal yearquarter, a proposed budget and business plan for the next fiscal year (collectively, the “Budget”), approved by quarter to be submitted to the Board of Directors, including balance sheets, income statements and statements of cash flow Directors for approval and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company Company. (E) As soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a proposed budget and approved by business plan (collective with the budget as provided in Section 5.09(a)(D), the “Budget”) for the next fiscal year to be submitted to the Board of Directors. IfDirectors for approval and, 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 5.09 (a)(A), (B) and (C) an instrument executed by (i) the Chief Financial Officer of the Company or (ii) the Chief Executive Officer of the Company in case that no Chief Financial Officer is appointed to the Company, and certifying that such financials were prepared in accordance with IFRS (or another internationally recognized accounting standard acceptable to TCH), consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standards). Management shall also provide an analysis of results, highlighting notable events and a thorough explanation of any periodmaterial differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand. (G) Any reports filed by the Company has or any subsidiary Group Company with any relevant securities exchange, regulatory authority or governmental agency. (H) Such other information relating to the financial condition, business, prospects or corporate affairs of the Company as is provided to any other Shareholder, or TCH or any assignee of TCH may from time to time reasonably request, provided, however, that the Company shall not be obligated under this Section 5.09(a)(H) or any other Section of Section 5.09 to (i) provide information which the Company reasonably deems in good faith to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel. (I) If for any period the Company shall have 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. Subsidiaries. (J) Notwithstanding anything else in this Section 7.1 5.09 to the contrary, the Company may cease providing the information set forth in this Section 7.1 5.09 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 Registration Statement if it reasonably concludes it must do so the registration effecting the IPO, to comply with the SEC extent required under the applicable rules applicable of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to such Registration Statement and related offeringbe filed; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such Registration Statement registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyInvestors: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal financial year of the Company Company, (i) a consolidated balance sheet as of the end last day of such year, ; (ii) an a consolidated income statement for such year, ; and (iii) a consolidated statement of cash flows for such year, all ; such year-end financial statements to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSan accounting standard acceptable to the Investors, consistently applied and in each case setting forth in comparative form figures for the previous year and audited and certified by independent public accountants of a Big 4 Accounting Firm internationally recognized standing selected by the CompanyCompany with the approval of the Investors and accompanied by a report and opinion thereon by such independent public accountants; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters quarter of each financial year of the Company Company, (i) an unaudited consolidated balance sheet as of the end last day of such quarter, ; (ii) an unaudited consolidated income statement for such quarter, ; and (iii) an unaudited consolidated statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; andquarter; (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each fiscal month of each financial year of the Company, (i) an unaudited consolidated balance sheet as of the last day of such month; (ii) an unaudited consolidated income statement for such month; (iii) an unaudited consolidated statement of cash flows for such month; and (iv) a statement of the Company’s capitalization (including the type and amount of the Shares held by each of the then holders of such Shares); (d) as soon as practicable, but in any event fifteen (15) days prior to the end of each financial year, a proposed budget and business plan for the next fiscal financial year to be submitted to the Board for approval (collectively, the “Budget”), approved by the Board prepared on a quarterly basis including, revenues, expenses, cash position, balance sheets and sources and applications of Directors, funds statements (including balance sheets, income statements and statements of cash flow any anticipated or planned capital expenditure or borrowings) for such months and, promptly after as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) with respect to the financial statements called for in Sections 3.1 (a), (b) and (c), such financial statements shall be accompanied by: (i) an instrument executed by the chief financial officer of the Company and approved by certifying that such financials were prepared in accordance with an accounting standard acceptable to the Board of Directors. IfInvestors, consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard), and (ii) management’s analysis of results, highlighting notable events and a thorough explanation of any periodmaterial differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand; (f) copies of all other documents or other information sent to any Person in such Person’s capacity as a shareholder of the Company; (g) such other information relating to the financial condition, business, prospects or corporate affairs of the Company has as an Investor or any subsidiary assignee of an Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1(g) or any other Section of Section 3.1 to provide information which the Company reasonably deems in good faith (i) to be a trade secret or similar confidential information or (ii) would adversely affect the attorney-client privilege between the Company and its counsel; or (iii) would breach applicable securities laws or stock exchange regulations; (h) if for any period the Company shall have 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 Subsidiaries; (i) notwithstanding anything else in this Section 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 Registration Statement if it reasonably concludes it must do so the registration effecting the IPO, to comply with the SEC extent required under the applicable rules applicable of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to such Registration Statement and related offeringbe filed; provided that the Company’s covenants under this Section 7.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable best efforts to cause such Registration Statement registration statement to become effective.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each fiscal quarters month, an unaudited income statement and statement of the Company (i) cash flows for such month, and an unaudited balance sheet as of the end of such quartermonth, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(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 ten thirty (1030) days after before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the - 15 - “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow Directors and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of DirectorsCompany. 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 7.1 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective.

Delivery of Financial Statements. The Company covenants shall maintain a system of accounting established and agrees thatadministered in accordance with GAAP, commencing on shall keep full and complete financial records, and will furnish to the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing reports: (a) as As soon as practicable, but available and in any event within one 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) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) as soon as practicable, but in any event within forty-forty five (45) days after the end of each fiscal quarters month, unaudited consolidated balance sheets of the Company (i) an unaudited balance sheet and each of its subsidiaries as of the end of such quarter, (ii) an unaudited month and consolidated statements of income statement and of sources and applications of funds of the Company and each of its subsidiaries for each such quarter, and (iii) an unaudited statement of cash flows for such quarter the current fiscal year to date, prepared in accordance with GAAP, all in reasonable detail, in U.S. GAAP or IFRS; andDollars. (b) Within forty five (45) days of each calendar quarter ending March 31, June 30, and September 30, unaudited consolidated balance sheets of the Company and each of its subsidiaries as at the end of each such quarter, and consolidated statements of income and of sources and applications of funds of the Company and each of its subsidiaries for each such quarter, and for the current fiscal year to date, prepared in accordance with GAAP, all in reasonable detail, in U.S. Dollars. (c) Within one hundred and twenty (120) days of the end of each fiscal year, audited consolidated balance sheets of the Company and each of its subsidiaries as at the end of such fiscal year, and consolidated statements of income and of sources and application of funds of the Company and each of its subsidiaries for such year, prepared in accordance with GAAP and setting forth in each case in comparative form the financial statements for the previous fiscal year, all in reasonable detail, certified by independent public accountants of the Company in U.S. Dollars. (d) As soon as practicable, but in any event within ten at least thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the Company and its subsidiaries for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income sheets and sources and applications of funds 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 and approved by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company: (a) as soon as practicablepracticable after the end of each fiscal year of the Company, but and in any event within one hundred eighty (180) days thereafter or such longer period as approved by the Company’s Board of Directors, (i) an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors, in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”) and setting forth in each case in comparative form the figures for the previous fiscal year; (b) as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days after the end of each thereafter, (i) an unaudited income statement for such fiscal year year, an unaudited balance sheet of the Company (i) a balance sheet and an unaudited statement of stockholder’s equity as of the end of such year, (ii) and an income statement for such year, and (iii) a unaudited statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (bc) no later than thirty (30) days after the start of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (d) as soon as practicablepracticable after the end of each of the first three (3) quarters of each fiscal year of the Company, but and in any event within forty-five (45) days after the end of each such fiscal quarters quarter, an unaudited income statement, statement of the Company (i) cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such fiscal quarter, and (iii) an unaudited statement of cash flows for such quarter the current fiscal year to date, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles consistently applied with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (ce) as soon as practicable, but in concurrently with the delivery of any event within ten (10) days after of the end of each fiscal yearabove, a budget report including an up-to-date capitalization table and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those a comparison of the Company, then in respect of such period, ’s results for the financial statements delivered pursuant applicable period 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date thirty (30) days before the Company’s goodthen-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 7.1 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 effectivecurrent annual budget.

Delivery of Financial Statements. The Company covenants and agrees thatshall, commencing on upon request, make available to (i) each Investor (or transferee of an Investor) that holds at least 10,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the date like) (a “Major Investor”) both at the time of any request made under this Section 2.1 and/or Section 2.2 of this AgreementAgreement and at the actual time of delivery of or access to such information/inspection, and (ii) VLL, for so long as any Investor VLL holds any shares of the Company, VLL Warrants or at least fifty percent (50%) the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyRegistrable Securities issued or issuable thereunder: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of a Big 4 Accounting Firm 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 fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten at least thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income 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 and approved by Company. (d) upon the Board request of Directors. Ifany Major Investor, for any period, the Company has any subsidiary whose accounts are consolidated with those respect to a particular set of the Company, then in respect of such period, the unaudited financial statements delivered pursuant to this Section 2.1, an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or Chief Executive Officer of the Company and all certifying that such consolidated subsidiariesfinancials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (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 period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board determines that it is in the best interest of the Company to do so. Notwithstanding the preceding provisions of this Section 2.1, the Company shall not be obligated to provide any information, documentation, financial statement, or instrument pursuant to this Section 2.1 to any Major Investor if both (i) the holders of a majority of the Registrable Securities that are held by Major Investors, measured on the basis of voting power, and (ii) the Company consider the requesting Major Investor to be making the request in bad faith or for an improper purpose. Notwithstanding anything else to the contrary in this Section 7.1 to the contrary2.1, the Company may cease providing the information set forth in shall not be obligated to provide any information, documentation, financial statement, or instrument pursuant to this Section 7.1 during 2.1 unless and until the period starting requesting Major Investor first enters into a confidentiality and non-use agreement with the date thirty (30) days before Company in a form reasonably acceptable to 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 7.1 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 covenants will maintain a comparative system of accounts in accordance with generally accepted accounting principles, keep full and agrees that, commencing on complete financial records and furnish to the date of this Agreement, for so long as any Investor holds any shares of Investors the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing reports: (a) as soon as practicable, but in any event available and within one hundred twenty ninety (12090) days after the end of each fiscal year commencing with the year ending December 31, 2001, a copy of the balance sheet of the Company (i) a balance sheet as of the end of such year, (ii) an together with statements of income statement and retained earnings and cash flow of the Company for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified reported on by independent public accountants of a Big 4 Accounting Firm selected by recognized national standing reasonably satisfactory to the CompanyBoard of Directors, prepared in accordance with generally accepted accounting principles and practices consistently applied; (b) as soon as practicable, but available and in any event within with forty-five (45) days after the end of each quarter of each fiscal quarters year commencing with the quarter ending September 30, 2001, a copy of the balance sheet of the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited together with statements of income statement and retained earnings and cash flow of the Company for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, such balance sheets, statements of income and (iii) an unaudited statement of retained earnings and cash flows setting forth in comparative form the corresponding figures for such quarter the corresponding fiscal period in the prior fiscal year, all in reasonable detail and certified (subject to year-end audit adjustments) by the chief financial officer of the Company as having been prepared in accordance a manner consistent with U.S. GAAP or IFRSgenerally accepted accounting principles and practices consistently applied; and (c) as soon as practicable, but available and in any event within ten thirty (1030) days after the end of each fiscal yearmonth commencing with the month ending August 31, a budget and business plan for the next fiscal year (collectively2001, the “Budget”), approved by the Board of Directors, including an unaudited balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. 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 sheet of the Company as of the end of such month and all unaudited statements of income and retained earnings, and cash flow for the Company for such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 month; and (d) such other information relating to the contraryfinancial condition, business, prospects or results of operations as the Investors may reasonably request, including, without limitation, certificates of the principal financial officer of the Company may cease providing the information set forth in this Section 7.1 during the period starting concerning compliance with the date thirty (30) days before the Company’s good-faith estimate covenants 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 Company under this Section 7.1 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 effective3.2.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the CompanySubject to Section 8.3, the Company shall deliver to each Investor, provided that such Preferred Shareholder the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Group beginning in respect of the Company’s fiscal year ending December 31, 2008, consolidated, audited annual financial statements for the Company Group for such fiscal year and a consolidated balance sheet for the Company Group as of the end of such the fiscal year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm an Auditor selected by the CompanyCompany and approved by the Preferred Shareholders holding more than fifty percent (50%) of then outstanding Series A Preferred Shares and the Preferred Shareholders holding more than seventy-five percent (75%) of then outstanding Series B Preferred Shares, a copy of the Company Group’s annual operating plan and budget, and a management report including a comparison of the financial results of such fiscal year with the corresponding business plan, all prepared in accordance with US GAAP; (b) as soon as practicable, but in any event within forty-five (45) days after of the end of each fiscal quarters quarter, a consolidated un-audited income statement and statement of cash flows for such quarter and a consolidated balance sheet for the Company (i) an unaudited balance sheet Group as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement a management report including a comparison of cash flows for the financial results of such quarter with the corresponding business plan, prepared in accordance with U.S. GAAP or IFRS; andUS GAAP; (c) as soon as practicable, but in any event within ten fifteen (1015) days after of the end of each month, a consolidated un-audited income statement and a consolidated balance sheet for the Company Group as of the end of such month, a copy of the annual operating plan and budget, and a management report including a comparison of the financial results against the Company’s business plan, all prepared in accordance with US GAAP; (d) no later than forty-five (45) days prior to the end of each fiscal year, a an annual consolidated budget and business operating plan of the Company Group for the next succeeding fiscal year year; and (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, e) any other budgets or revised budgets prepared reports publicly filed by the Company and approved by the Board of Directors. IfGroup with any relevant securities exchange, 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectiveregulatory authority or governmental agency.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Holder, so long as such Holder holds or is deemed to hold (i) at least two hundred fifty thousand (250,000) shares of Registrable Securities (subject to appropriate adjustment for stock splits, dividends, combinations and other recapitalizations) with respect to subsections (a), (b) and (d) and (ii) at least one million (1,000,000) shares of Registrable Securities (subject to appropriate adjustment for stock splits, dividends, combinations and other recapitalizations) with respect to subsection (c) (each, a “Qualifying Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Company:”): (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; along with a management report describing progress, changes, and issues since the end of the last fiscal quarter relating to research and development, business development, intellectual property, and other topics deemed reasonably relevant to the Company; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; along with a management report describing progress, (ii) an unaudited income statement for such quarterchanges, and (iii) an unaudited statement issues since the end of cash flows for such the last fiscal quarter prepared in accordance with U.S. GAAP or IFRS; andrelating to research and development, business development, intellectual property, and other topics deemed reasonably relevant to the Company; (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each month, an unaudited statement of cash flows and an unaudited statement of cash position; and (d) as soon as practicable, but in any event no later than thirty days prior to the next fiscal year, a an annual operating budget and business plan for the next fiscal year (collectively, the “Budget”), as approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so As long as any an Investor holds any shares of the CompanyPreferred Shares, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (a) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company (i) beginning 2007, a consolidated income statement and statement of cash flows for the Company for such fiscal year and a consolidated balance sheet for the Company as of the end of such the fiscal year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by a “big four” firm of independent certified public accountants of a Big 4 Accounting Firm selected by the Company, and a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget, all prepared in English and in accordance with U.S. GAAP; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters quarter of the Company (i) an Company, a consolidated unaudited income statement and statement of cash flows for such fiscal quarter and a consolidated unaudited balance sheet for the Company as of the end of such fiscal quarter, and a management report including a comparison of the financial results of such fiscal year with the corresponding quarterly budget, all prepared in English and in accordance with U.S. GAAP (iiexcept for year-end adjustments and except for the absence of notes); (c) an within fifteen (15) days of the end of each month, a consolidated unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter month and a consolidated balance sheet for the Company as of the end of such month, and a management report all prepared in English and in accordance with U.S. GAAP or IFRS; and(except for year-end adjustments and except for the absence of notes); (cd) as soon as practicable, but in any event within ten no later than thirty (1030) days after prior to the end of each fiscal year, a an annual budget and business plan for the next succeeding fiscal year year; and (collectively, the “Budget”), approved by the Board e) copies of Directors, including balance sheets, income statements all documents or other information sent to all other shareholders and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared reports publicly filed by the Company and approved with any relevant securities exchange, regulatory authority or governmental agency, no later than five (5) days after such documents or information are filed by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, as the case may be, (provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor competitor of the Company; provided further that neither BMW i Ventures Fund SCS, SICAV RAIF (“i Ventures”), Durable, nor any ▇. ▇▇▇▇ Price Investor shall be deemed 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 twenty eighty (120180) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five ninety (4590) days after the end of each fiscal quarters year of the Company Company, (i) an unaudited balance sheet as of the end of such quarteryear, (ii) an unaudited statements of income statement and of cash flows for such quarteryear, and (iii) an unaudited statement of cash flows for stockholders’ equity as of the end of such quarter prepared in accordance with U.S. GAAP or IFRS; andyear; (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each calendar month, an unaudited income statement and statement of cash flows for such month, an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, a headcount of the Company’s employees, contractors and consultants and a comparison to such Budget for 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 thirty (30) days 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 Directorsand prepared on a monthly basis, including balance sheets, income statements and statements, statements of cash flow and profit and loss statements for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 Subsection 3.1(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 approved by the Board of Directorsits 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 7.1 Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such Registration Statement registration statement and related offering; provided that the Company’s covenants under this Section 7.1 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 registration statement to become effective. In addition to, and not in lieu of, the foregoing, the Company shall deliver to each ▇. ▇▇▇▇ Price Investor and Durable, as applicable: (A) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, (i) an unaudited balance sheet as of the end of such quarter, (ii) unaudited statements of income and of cash flows for such quarter, and (iii) an unaudited statement of stockholders’ equity as of the end of such 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); (B) included with, or accompanying, each of the financial statements to be delivered pursuant to Sections 3.1(a), 3.1(b) and 3.1(A), (i) a then current detailed capitalization table of the Company showing the outstanding and fully diluted capitalization of the Company, and (ii) operating metrics reasonably requested by ▇. ▇▇▇▇ Price Investors or Durable, as applicable; (C) promptly upon the request of (i) any ▇. ▇▇▇▇ Price Investor, a then current detailed capitalization table of the Company showing the outstanding and fully diluted capitalization of the Company, including the number, class and series of shares in the Company held by such ▇. ▇▇▇▇ Price Investor or (ii) Durable, a then current detailed capitalization table of the Company showing the outstanding and fully diluted capitalization of the Company, including the number, class and series of shares in the Company held by Durable; (D) contemporaneous, and to the extent practicable prior, notice of stock splits, dividends, distributions, recapitalizations, equity reclassifications and other similar events of the Company; (E) on or prior to the effectiveness date of the registration statement filed by the Company in connection with its IPO, upon the request of any ▇. ▇▇▇▇ Price Investor or Durable, (i) written confirmation of its holdings on an as-converted basis and (ii) a personal contact at Company’s transfer agent to assist with custody and audit requests and confirm holdings and provide statements; (F) prompt responses, and the Company shall use its commercially reasonable efforts to cause its transfer agent to promptly respond, to reasonable requests for information made by (i) any ▇. ▇▇▇▇ Price Investor relating to (A) accounting or securities law matters required in connection with such ▇. ▇▇▇▇ Price Investor’s audit or (B) the actual holdings of such ▇. ▇▇▇▇ Price Investor, including in relation to the total outstanding shares of the Company; 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 the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation or other legal obligation of the Company or (ii) Durable relating to (A) accounting or securities law matters required in connection with Durable’s audit or (B) the actual holdings of Durable, including in relation to the total outstanding shares of the Company; 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 the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or a confidentiality obligation or other legal obligation of the Company.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date Subject to Section 4.1(c) of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor competitor of the Company (provided further that venture capital or other investment funds shall not be considered competitors of the Company:): (ai) as soon as practicable, but in any event no later than sixty (60) days 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; (ii) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company Company, (iA) a balance sheet as of the end of such year, (iiB) an statements of income statement and of cash flows for such year, year and (iiiC) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by an independent public accountants of a Big 4 Accounting Firm accountant selected by the CompanyBoard, together with a written report comparing the foregoing to the Budget for such fiscal year; provided, however, that the Board (including both Series A Directors) may waive the audit requirement in any given fiscal year for the financial statements set forth in this Section 4.1(a); (biii) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such fiscal quarter all prepared in accordance with U.S. GAAP or IFRS; and(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), together with a written report comparing the foregoing to the Budget; (civ) as soon as practicable, but in any event within ten forty-five (1045) days after the end of each fiscal year, a budget and business plan for the next quarter of each fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect a statement showing the number of such 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 financial statements delivered pursuant 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 foregoing sections shall be Major Investors to calculate their respective percentage equity ownership in the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else Company; and (v) as soon as practicable, but in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date any event within thirty (30) days before the Company’s good-faith estimate of the date end of filing 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 (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP), together with a Registration Statement if it reasonably concludes it must do so written report comparing the foregoing to comply with the SEC rules applicable to Budget for such Registration Statement and related offering; provided that the Company’s covenants under this Section 7.1 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 effectivemonth.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyBuyer: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company Company, (i) a balance sheet as of the end of such year, (ii) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared certified by the Company’s chief financial officer (except that such financial statements may (x) be subject to year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with U.S. GAAP or IFRSUnited States Generally Accepted Accounting Principles). Such financial statements shall be unaudited unless Buyer, prior to the end of such fiscal year, notifies the Company that such statements shall be audited. If Buyer elects that such financial statements shall be audited, (i) Buyer will reimburse the Company for all reasonable out-of-pocket costs and expenses in connection with preparing such audited financial statements, (ii) Company will select an independent auditor reasonably acceptable to the Buyer to conduct the audit and certified by (iii) the ninety (90) day delivery deadline shall be extended until the completion of the audit if the Company reasonably cooperates with such independent public accountants of a Big 4 Accounting Firm selected by auditor. If the Company’s Board of Directors approves an audit of the financial statements, then the Company shall also deliver the audited financial statements to the Buyer; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) 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 certified by the Company’s chief financial officer (except that such financial statements may (i) be subject to year-end audit adjustments and (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared not contain all notes thereto that may be required in accordance with U.S. GAAP or IFRSUnited States Generally Accepted Accounting Principles); and (c) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as soon as practicablethe Buyer may from time to time reasonably request; provided, but in any event within ten (10however, that the Company shall not be obligated under this Section 7.3(c) days after to provide information that the end disclosure of each fiscal year, a budget and business plan for which would adversely affect the next fiscal year (collectively, the “Budget”), approved by the Board of Directors, including balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by attorney-client privilege between the Company and approved by the Board of Directorsits 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, period the financial statements delivered pursuant to the foregoing sections this Section 7.3 shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectiveSubsidiaries.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to 360 Capital so long as 360 Capital holds at least 158,563 shares of Series C Preferred Stock (or Common Stock issuable upon the conversion thereof) and to any transferee acquiring at least 317,216 shares of Series C Preferred Stock, Series D Preferred Stock, Series D1 Preferred Stock or Series E Preferred Stock (or Common Stock issuable upon the conversion thereof) from 360 Capital, and each Investorof AOL, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyAttractor Ventures L.L.C., Hummer Winblad Venture Partners II, L.P., 21st Century Internet Fund, L.P., and IBL Corporation: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles ("gaap"), and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the Company; (b) within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail; (c) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited profit or loss statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of shareholder's equity as of the end of such fiscal quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and. (cd) as soon as practicable, but in any event within ten thirty (1030) days after prior to the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income statements sheets 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 and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated Company; (e) with those of the Company, then in respect of such period, to the financial statements delivered pursuant to called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the foregoing sections shall be the consolidated and consolidating financial statements Chief Financial Officer or President of the Company and all certifying that such consolidated subsidiaries. Notwithstanding anything else financials were prepared in accordance with gaap consistently applied with prior practice for earlier periods (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 period specified, subject to year-end audit adjustment; and (f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information which it deems in good faith to be a trade secret or similar confidential information; and the right to receive financial statements provided in this Section 7.1 2.1 may not be assigned or transferred, except that (i) such right is assignable by each Holder to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the contrary, the Company may cease providing the information set forth in this Section 7.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate meaning of the date Act, controlling, controlled by or under common control with, any such Holder and (ii) such right is assignable to a party acquiring at least 317,126 shares of filing of a Registration Statement if it reasonably concludes it must do so to comply with Series C Preferred Stock (or the SEC rules applicable to such Registration Statement and related offering; provided that Common Stock issuable upon the Company’s covenants under this Section 7.1 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 effectiveconversion thereof) from 360 Capital.

Delivery of Financial Statements. The Company covenants and agrees thatshall, commencing on the date of this Agreementupon request, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor (or transferee of an Investor) that holds at least 1,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, provided that stock dividends, combinations or the Board of Directors has not reasonably determined that such Investor is like) (a Competitor of the Company:“Major Investor”): (a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such year-end financial statements reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRSgenerally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of a Big 4 Accounting Firm nationally recognized standing selected by the CompanyCompany unless the Board determines that an audit is not required; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such fiscal quarter prepared in accordance with U.S. GAAP or IFRS; andGAAP; (c) within thirty (30) days of the end of each month, an unaudited income statement, statement of cash flows, balance sheet and statement of stockholders’ equity for and as of the end of such month, in reasonable detail prepared in accordance with GAAP; (d) as soon as practicable, but in any event within ten event, thirty (1030) days after before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, collectively the “Budget”), approved by the Board of Directorsand prepared on a monthly basis, including balance sheets, income statements and statements of cash flow andfor such months; (e) with respect to the financial statements called for in this Section 2.1, promptly after preparedan instrument executed by the Chief Financial Officer and Chief Executive Officer of the Company certifying that the financial statements were prepared in accordance with GAAP, any other budgets or revised budgets prepared by consistently applied, with prior practice for earlier periods, and fairly present the financial condition of the Company and the results of operation for the period specified therein; and (f) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time reasonably request (including, without limitation, in the case of NBCU, to enable NBCU to determine compliance with relevant Anti-Corruption Laws), provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information. Unless otherwise approved by the Board Board, including the affirmative vote or written consent of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those a majority of the Company, Investor Directors then in respect of such periodoffice, the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements this Section 2.1 will include all subsidiaries of the Company and all such on a consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectivebasis.

Delivery of Financial Statements. The Company covenants Holdings will, at its cost and agrees thatexpense, commencing deliver to Purchaser (i) on the date earlier of this Agreementthree days after receipt thereof and March 31, for so long as any Investor holds any shares 2006, an audit of the CompanyJanuary 1, 2006 consolidated balance sheet and related consolidated statements of income, changes in stockholders equity and cash flows of the Company Entities (the “Fiscal 2005 Private Company Audited Financial Statements”), (ii) no later than three Business Days prior to the Closing, (A) an audit of the January 1, 2006 consolidated balance sheet, and related consolidated statements of income, changes in stockholders equity and cash flows of the Company Entities, prepared in accordance with GAAP and Regulation S-X (the “S-X Audited Financial Statements”), (B) an unaudited consolidated balance sheet, as of March 31, 2005 and related consolidated statements of income of the Company Entities for the 12-month period then ended prepared in accordance with GAAP, in all material respects, and to the knowledge of Holdings Regulation S-X, (C) unaudited consolidated statements of income of the Company Entities for the nine-month period ended January 1, 2006 prepared in accordance with GAAP, and to the knowledge of Holdings, Regulation S-X (clauses B and C, the “Pro Forma Period Financial Statements”), and (D) a reconciliation showing all adjustments made to convert the Fiscal 2005 Private Company shall deliver Audited Financial Statements to each Investor, provided that the Board S-X Audited Financial Statements. Purchaser will pay any fees and expenses of Directors has not reasonably determined that such Investor is a Competitor Holdings’ auditors in connection with the audit of the Company: S-X Audited Financial Statements. The Pro Forma Period Financial Statements will reflect the same types of adjustments as the adjustments used to convert the Fiscal 2005 Private Company Audited Financial Statements to the S-X Audited Financial Statements. Prior to the Closing, Holdings will also deliver monthly financial statements for all months after January 1, 2006 and ending thirty (a30) days prior to Closing (the “Interim 2006 Financial Statements”) prepared in accordance with GAAP (except as soon as practicable, but in any event set forth on Schedule 4.5(a)(i)) within one hundred twenty thirty (12030) days after the end of each fiscal year month. Purchaser and its Representatives shall have the right to review the work papers, schedules and other documents and information prepared or reviewed by Holdings accountants in connection with the Fiscal 2005 Audited Financial Statements and the Interim 2006 Financial Statements and to communicate with the persons conducting such preparation or review during normal business hours and so long as such access does not disrupt the personnel and operations of the Company (i) a balance sheet as of the end of Entities. Holdings will also promptly prepare and deliver such year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such other financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company; (b) information as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters of the Company (i) an unaudited balance sheet as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter prepared in accordance with U.S. GAAP or IFRS; and (c) as soon as practicable, but in any event within ten (10) days after 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 balance sheets, income statements and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. 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 Purchaser shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 effectiverequest.

Delivery of Financial Statements. The Company covenants and agrees that, commencing on From the date of this Agreementhereof through December 31, for so long as any Investor holds any shares of the Company2006, the Company shall deliver to the Investor (i) each Investorfinancial statement the Company is required to produce pursuant to German law, provided that including any financial statement applicable to the Board year ended December 31, 2006, and (ii) as soon as practicable, but in any event at least thirty (30) days prior to December 31, 2006, a budget and business plan for fiscal year 2007, prepared on a monthly basis, including balance sheets, income statements, and statements of Directors has not reasonably determined that cash flow for such Investor is a Competitor of months and, promptly after prepared, any other budgets or revised budgets prepared by the Company. Beginning as of January 1, 2007, the Company shall deliver to the Investor: (a) as soon as practicable, but in any event within one hundred twenty (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) an income statement statements of profit and loss and of cash flows for such year, ; and (iii) a statement of cash flows for stockholders' equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm regionally recognized standing selected and appointed by the Company's shareholders' meeting; (b) as soon as practicable, but in any event within forty-five thirty (4530) days after of the end of each fiscal quarters quarter, an unaudited income statement and statement of the Company (i) cash flows for such quarter, an unaudited balance sheet and statement of stockholders' equity as of the end of such quarter, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS; and(except that the financial 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), and a management's discussion reporting on additional metrics, including employment; (c) as soon as practicable, but in any event within ten thirty (1030) days after before the end of each fiscal year, a budget and business plan for the next fiscal year (collectivelyyear, the “Budget”), approved by the Board of Directorsprepared on a monthly basis, including balance sheets, income statements statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and (d) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company and approved by as the Board of DirectorsInvestor may from time to time reasonably request. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so As long as any an Investor holds any shares of the CompanySeries A Preferred Shares, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the Companyfollowing documents or reports: (a) as soon as practicable, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of the Company (i) beginning 2006, a consolidated income statement and statement of cash flows for the Company for such fiscal year and a consolidated balance sheet for the Company as of the end of such the fiscal year, (ii) an income statement for such year, and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by a “big four” firm of independent certified public accountants of a Big 4 Accounting Firm selected by the Company, and a management report including a comparison of the financial results of such fiscal year with the corresponding annual budget, all prepared in English and in accordance with U.S. GAAP; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarters quarter of the Company (i) an Company, a consolidated unaudited income statement and statement of cash flows for such fiscal quarter and a consolidated unaudited balance sheet for the Company as of the end of such fiscal quarter, and a management report including a comparison of the financial results of such fiscal year with the corresponding quarterly budget, all prepared in English and in accordance with U.S. GAAP (iiexcept for year-end adjustments and except for the absence of notes); (c) an within fifteen (15) days of the end of each month, a consolidated unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter month and a consolidated balance sheet for the Company as of the end of such month, and a management report all prepared in English and in accordance with U.S. GAAP or IFRS; and(except for year-end adjustments and except for the absence of notes); (cd) as soon as practicable, but in any event within ten no later than thirty (1030) days after prior to the end of each fiscal year, a an annual budget and business plan for the next succeeding fiscal year year; and (collectively, the “Budget”), approved by the Board e) copies of Directors, including balance sheets, income statements all documents or other information sent to all other shareholders and statements of cash flow and, promptly after prepared, any other budgets or revised budgets prepared reports publicly filed by the Company and approved with any relevant securities exchange, regulatory authority or governmental agency, no later than five (5) days after such documents or information are filed by the Board of Directors. 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 7.1 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 covenants and agrees that, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each the Investor, ; provided that the Board of Directors has not reasonably determined that such the Investor is a Competitor of the Company: (a) as soon as practicable, but in any event within one hundred twenty (120) calendar days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) an statements of income statement and of cash flows for such year, and (iii) a statement of cash flows for stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with U.S. GAAP or IFRS, audited and certified by independent public accountants of a Big 4 Accounting Firm selected by the CompanyGAAP; (b) as soon as practicable, but in any event within forty-five (45) calendar days after the end of each fiscal of the first three (3) quarters of each fiscal year of the Company (i) Company, unaudited statements of income and 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, (ii) an unaudited income statement for such quarter, and (iii) an unaudited statement of cash flows for such quarter all prepared in accordance with U.S. GAAP or IFRS(except that such financial statements (i) may be subject to normal year-end audit adjustments; andand (ii) shall not be required to contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within ten thirty (1030) calendar days after 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 balance sheets, income statements Directors and statements of cash flow and, promptly after preparedprepared on a quarterly basis, any other budgets or revised budgets prepared by the Company and approved by the Board of Directors. 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, 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 7.1 Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 Subsection 3.1 during the period starting with the date thirty ninety (3090) 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 offering; provided that the Company’s covenants under this Section 7.1 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 effectiveregistration statement.

Delivery of Financial Statements. The Company HoldCo shall, and Bidder Member -------------------------------- covenants and agrees thatthat it shall cause HoldCo to, commencing on the date of this Agreement, for so long as any Investor holds any shares of the Company, the Company shall deliver to each Investor, provided that the Board of Directors has not reasonably determined that such Investor is a Competitor of the CompanyBAM: (a) as soon as practicable, but in any event within one hundred twenty thirty (12030) days after of the end of each fiscal year month, HoldCo shall deliver to Bidder Member and BAM an unaudited income statement and schedule as to the sources and application of the Company (i) a funds for such month and an unaudited balance sheet as of the end of such yearmonth, (ii) an income statement for such year, in reasonable detail and (iii) a statement of cash flows for such year, all such financial statements prepared in accordance with U.S. GAAP (except as permitted by Form 10-Q under the Exchange Act), with respect to each of HoldCo, HoldCo Sub and OpCo, together with an analysis by management of HoldCo's financial condition and results of operations during such period and explanation by management of any differences between such condition or IFRS, audited results and certified by independent public accountants of a Big 4 Accounting Firm selected by the Company;budget and business plan for such period. (b) as soon as practicable, but in any event within forty-five ninety (4590) days after the end of each fiscal quarters year of the Company (i) an unaudited HoldCo, a consolidated income statement for such fiscal year, a consolidated balance sheet of HoldCo, HoldCo Sub and OpCo as of the end of such quarteryear, (ii) an unaudited income statement and a schedule as to the cash flow and changes in members' equity for such quarteryear, and (iii) an unaudited statement of cash flows for such quarter year-end financial reports to be in reasonable detail, prepared in accordance with U.S. GAAP or IFRS; andGAAP, and audited and certified by HoldCo's independent public accountants; (c) as soon as practicable, but in any event within ten thirty (1030) days after the end of each fiscal year, a budget and business plan for of the next first three (3) quarters of each fiscal year (collectivelyof HoldCo, the “Budget”), approved by the Board of Directors, including balance sheets, income statements an unaudited consolidated profit or loss statement and statements of schedule as to consolidated cash flow andfor such fiscal quarter and an unaudited consolidated balance sheet of HoldCo, promptly after prepared, any other budgets or revised budgets prepared by the Company HoldCo Sub and approved by the Board of Directors. If, for any period, the Company has any subsidiary whose accounts are consolidated with those OpCo as of the Company, then in respect end of such periodfiscal quarter, in reasonable detail and prepared in accordance with GAAP (except as permitted by Form 10-Q under the Exchange Act); and (d) such other information relating to the financial statements delivered pursuant condition, business, prospects or corporate affairs of HoldCo, HoldCo Sub and OpCo as BAM may from time 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 7.1 to the contrary, the Company may cease providing the information set forth in this Section 7.1 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 time 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 7.1 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 effectiverequest.