Common use of Delivery of Financial Statements Clause in Contracts

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder Investor, provided that the Board of at least 100,000 shares Directors has not reasonably determined that such Investor is a Competitor of Registrable Securitiesthe 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) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year; (b) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters second quarter of each fiscal year of the CompanyCompany (provided that if the last day is a weekend or holiday, an the reporting day will be the next business day, unaudited profit or loss statement, a statement statements of income and cash flows for such fiscal quarter 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, 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and certifying that such financials were all prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes 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 by in accordance with GAAP) and fairly present ); 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 condition statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and its results of operation for all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period specified, subject starting with the date thirty - sixty (30-60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to year-end audit adjustment, comply with the SEC rules applicable to such registration statement and related offering; provided that the foregoing Company’s covenants under this Subsection 3.1 shall not restrict the right of be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company cause such registration statement to do sobecome effective.

Delivery of Financial Statements. The Company Until the Corporation becomes a public company subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act, the Corporation shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor Party: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCorporation, an income statement for such fiscal year, a balance sheet of the Company Corporation and statement of shareholder's stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP")IFRS, and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the CompanyCorporation; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters quarter of each fiscal year of the CompanyCorporation, an unaudited profit or loss statementbalance sheet, a income statement and statement of cash flows for and as of such fiscal quarter and an unaudited balance sheet a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with IFRS; (c) within thirty (30) days of the end of each month, an unaudited income statement and a statement of the monthly consolidated cash flows and balance sheet for and as of the end of such month, in reasonable detailCorporation and its Subsidiaries; (d) as soon as practicable, but in any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the CompanyCorporation; (e) copies of all documents sent by the Corporation to all stockholders; (f) concurrently with each delivery of financial statements pursuant to clauses (a) and (b) above, written confirmation (i) of the Corporation’s compliance with Section 7.9 and (ii) that, except as otherwise described in such confirmation, to the Corporation’s knowledge, neither the Corporation nor any of its Subsidiaries, nor any of its or their respective directors, officers, employees, agents or contractors, has (x) violated the policies and procedures maintained pursuant to Section 7.9 (in case, to the extent the same are applicable to any such Person) or (y) has engaged in any activities in relation to the Corporation or any such Subsidiary that constitute a violation of any Corrupt Practices Law; and (eg) with respect such other information relating to the financial condition, business or corporate affairs of the Corporation as such Investor Party may from time to time reasonably request; and if, for any period, the Corporation has any Subsidiary whose accounts are consolidated with those of the Corporation, then in respect of such period the financial statements called for in subsections (b) and (c) delivered pursuant to the foregoing provisions of this Section 2.1, an instrument executed by 7.1 shall be the Chief Financial Officer or President consolidated and consolidating financial statements of the Company Corporation and certifying that all such financials were prepared consolidated Subsidiaries. Notwithstanding anything else in accordance with GAAP consistently applied with prior practice for earlier periods (this Section 7.1 to the contrary, the Corporation may cease providing the information set forth in this Section 7.1 during the period starting with the exception of footnotes that may be required by GAAPdate thirty (30) and fairly present days before the financial condition Corporation’s good-faith estimate of the Company date of filing of a registration statement if it reasonably concludes it must do so to comply with the Commission rules applicable to such registration statement and its results of operation for the period specifiedrelated offering; provided, subject to year-end audit adjustment, provided that the foregoing Corporation’s covenants under this Section 7.1 shall not restrict be reinstated at such time as the right of the Company Corporation is no longer actively employing its commercially reasonable efforts to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company cause such registration statement to do sobecome effective.

Delivery of Financial Statements. The Company shall deliver to each Major Investor (as hereinafter defined) (other than a Holder reasonably deemed by the Company to be a competitor of at least 100,000 shares of Registrable Securities:the Company): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with accounting principles generally accepted accounting principles in the United States ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Companyquarter, an unaudited profit or loss statement, income statement and a statement of cash flows for such fiscal quarter and an unaudited balance sheet for and as of the end of such fiscal quarter; (c) as soon as practicable, but in any event within thirty (30) days of 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 event thirty (30) days prior to the end of each given fiscal year, a budget and business plan for the next such fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b2.1(b) and (c2.1(c) of this Section 2.1above, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials financial statements 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) consistently applied with prior practice for earlier periods and fairly present the financial condition of the Company and its results of operation operations 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 soadjustments.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 500,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the CompanyCompany ending after the date hereof, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's ’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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter quarter, a summary of bookings and backlog and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of 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 any event thirty (30) days prior to the end beginning of each fiscal year, a budget and business plan monthly financial projections for the next such fiscal year, prepared on operating budgets for such fiscal year and a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by the Companyfiscal business plan in reasonable detail; and (ed) 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 President of the Company and 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 Company and its results of operation for the period specified, subject to normal and recurring 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.

Delivery of Financial Statements. The Company shall deliver to each Holder the Purchaser so long as it holds (i) shares of at least Stock with respect to the information provided for in subsection (a) and (ii) not less than 100,000 shares of Registrable Securities:Stock with respect to the information provided for in subsections (b)-(e) (adjusted for subsequent stock splits, stock dividends or recapitalization): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement and schedule as to the sources and application of cash flows funds for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarterquarter in reasonable detail; (c) within thirty (30) days of the end of each month, an unaudited income statement and a statement schedule as to the sources and application of cash flows funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (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, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect such other information relating to the financial statements called for in subsections (b) and (c) of this Section 2.1condition, an instrument executed by the Chief Financial Officer business, prospects or President corporate affairs of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with as the exception of footnotes that may be required by GAAP) and fairly present the financial condition Purchaser or any assignee of the Company and its results of operation for the period specifiedPurchaser may from time to time request, subject to year-end audit adjustmentprovided, provided however, that the foregoing Company shall not restrict the right of the Company be obligated to change its accounting principles consistent with GAAP, if the Board of Directors determines that provide information which it is deems in the best interest of the Company good faith to do sobe proprietary.

Delivery of Financial Statements. The Company shall deliver to each Holder of Investor, for so long as such Investor (together with its affiliates) holds at least 100,000 1,342,474 shares of Registrable Securities:Preferred Stock (as adjusted for stock splits, stock dividends, recapitalizations, reclassifications, combinations and the like) (a “Major Investor”): (a) as soon as practicable, practicable (but in any event within ninety no later than seventy-five (9075) days days) after the end of each fiscal year of the 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, a statement of stockholder’s equity as of the end of such year and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"), ”) on an consolidated basis and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, practicable (but in any event within thirty no later than forty-five (3045) days days) after the end of each of the first three (3) quarters of each fiscal year quarter of the Company, an unaudited profit or loss income statement, a balance sheet and 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, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such monthquarter, such unaudited financial statements to be in reasonable detaildetail and on a consolidated basis; (dc) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal yearan annual operating plan, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by for the Companynext fiscal year; and (ed) 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 President of the Company and certifying that to his or her knowledge, 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 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.

Delivery of Financial Statements. The (a) At any time that the Preferred Stock or any Conversion Stock received on conversion thereof is outstanding and the Company does not and is not required to file periodic reports with the SEC, the Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (ai) as soon as practicable, but in any event within ninety one hundred and twenty (90120) days after the end of each fiscal year of the Company, consolidated financial statements of the Company and its Subsidiaries consisting of an income statement for such fiscal year, a balance sheet of the Company sheet, and statement of shareholder's stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public a nationally recognized accounting firm of nationally recognized standing selected by the Company; (bii) as soon as practicable, but in any event within thirty sixty (3060) days after the end of each of the first three (3) quarters of each fiscal year of the Company, consolidated financial statements of the Company and its Subsidiaries consisting of an unaudited profit or loss statementincome statement for such quarter, a 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, 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; (diii) as soon as practicable, but in any event thirty (30) within 30 days prior to after the end of each fiscal yearmonth, a budget management information package reflecting the monthly financial and business plan for the next fiscal year, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by operating performance of the Company; and; (eiv) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.16.1(a)(ii), an instrument executed by the Chief Financial Officer or President Chief Executive Officer of the Company and certifying that such financials financial statements 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 in all material respects the financial condition of the Company and its Subsidiaries 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.

Delivery of Financial Statements. The Company shall will deliver to each Holder Director on the Board of at least 100,000 shares of Registrable SecuritiesDirectors: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a audited consolidated balance sheet of the Company and statement of shareholder's equity its subsidiaries as of the end of such yearfiscal year and the related audited consolidated statements of income, stockholders' equity and a statement of cash flows for such year, such year-end financial reports to be in reasonable detailthe fiscal year then ended, prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), and audited and certified by an a firm of independent public accounting firm accountants of nationally recognized international standing selected by the Board of Directors of the Company, provided, however, that nothing herein shall be deemed to excuse a director of the Company from his or her duties or liabilities as a director of the Company; (b) as soon as practicable, but in any event within thirty twenty (3020) days after the end of each of the first three (3) quarters of month in each fiscal year (other than the last month in each fiscal year), beginning with the month ending October 31, 2002, a consolidated balance sheet of the Company and its subsidiaries, and the related consolidated statements of income, stockholders' equity and cash flows, unaudited but prepared in accordance with GAAP and certified by the chief financial officer of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited consolidated balance sheet to be as of the end of such fiscal quarter; (c) within thirty (30) days month and such consolidated statements of income, stockholders' equity and cash flows to be for such month and for the period from the beginning of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as of fiscal year to the end of such month, in reasonable detaileach case with comparative statements for the prior fiscal year, and the projected budget; and, at the time of delivery of each such monthly statement, a management narrative report explaining all significant variances from forecasts and all significant current developments in staffing, marketing, sales and operations, and a status report with respect to the following: (i) the Support Services Agreement, dated October 24, 2001, among the Company, Gateway Japan Inc. and the Company's Cayman subsidiary, Vsource (CI) Ltd. (the "GATEWAY CONTRACT"), including the Company's compliance with the Service Levels (as such term is defined in the Gateway Contract); and (ii) the MSC status of the Company's Malaysian subsidiary, Vsource (Malaysia) Sdn Bhd; (dc) as soon as practicable, but in any event at least by the start of each fiscal year, a revolving three year business plan; and (d) as early as practicable, but in any event at least no later than thirty (30) days prior to the end start of each fiscal year, a budget business plan, consolidated capital and business plan operating expense budgets, cash flow projections and income and loss projections for the next Company and its subsidiaries in respect of such fiscal year, all itemized in reasonable detail and prepared on a monthly basis, and as soon as preparedand, promptly after preparation, any other budgets or revised budgets prepared by the Company; and (e) with respect revisions 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 President any of the Company and 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 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 soforegoing.

Delivery of Financial Statements. The Commencing with the fiscal year beginning January 1, 2012, the Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor: (a) as soon as practicable, but in any event within ninety (90) 150 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and and, audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the 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) as soon as practicable, but in any event within thirty (30) 30 days of after the end of each calendar month, an unaudited income statement and profit or loss statement, a statement of cash flows for such calendar month and an unaudited balance sheet for and as of the end of such calendar month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) within 30 days prior to the end of each fiscal yearyear of the Company, a preliminary annual budget and business plan for of the next fiscal year, prepared on a monthly basis, and Company; (e) as soon as preparedpracticable, but in any other budgets or revised budgets prepared event within 90 days after the end of each fiscal year of the Company, a final annual budget of the Company approved by the Company; andBoard of Directors; (ef) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed on behalf of the Company by the Chief Financial Officer or President of the Company and certifying on behalf of the Company 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 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 (or a committee thereof) determines that it is in the best interest of the Company to do so. Notwithstanding the foregoing, even if GE is no longer a Major Investor, the Company agrees to deliver to GE the financial statements described in clauses (a), (b) and (c) so long as GE owns any securities of the Company, provided that GE is not in material breach of its covenants pursuant to the following sentence (such covenants, the “GE Confidentiality Covenants”). By its execution of this Agreement, GE covenants that it will (1) treat as confidential any Information in accordance with the terms of the Side Letter, dated as of May 6, 2010, between the Company and GE, (2) use safeguards for protecting such Information, and (3) disclose or make such Information available to any third party solely in connection with GE’s investment decisions concerning the Company.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected approved by the CompanyBoard; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) 30 days of 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 detaildetail and showing variances from the budget and business plan called for in subjection (d) of this Section 2.1; (d) as soon as practicable, but in any event thirty (30) 30 days prior to the end of each fiscal year, a budget budget, business and business operating plan for the next fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company; and (e) 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 President of the Company and certifying on behalf of the Company 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 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 or a committee thereof determines that it is in the best interest of the Company to do so. Notwithstanding the foregoing, the Company shall not be obligated under this Subsection 2.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 2.1 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its and its affiliates’ (including for purposes of this Agreement and without limitation attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company); (ii) to any of its or its affiliates’ (affiliate to include for purposes of this Agreement and without limitation any manager or managing member or general partner or management company) existing or prospective affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such person or entity that such information is confidential and directs such person or entity to maintain the confidentiality of such information, or (iii) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure (provided, however, that the Investor shall not be required to so notify the Company of any disclosure made in connection with a regulator’s examination or inspection of such Investor or any its affiliates). Each Investor’s obligation under this Section 2.1 to keep confidential, not disclose, divulge or use confidential information shall terminate on the earlier of the initial public filing of the Company or the declaration or ordering of effectiveness of any registration statement or document by the Company.

Delivery of Financial Statements. The Company shall deliver -------------------------------- to each Holder of at least 100,000 Investor holding not less than 200,000 shares of Registrable Securities:Securities (as determined in accordance with Section 3.9 of this Agreement and as adjusted for recapitalizations, stock splits, stock dividends and the like): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), ---- and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty- five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) days of 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (ec) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 Company and its results of operation operations 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.

Delivery of Financial Statements. The (a) So long as a Preferred Holder holds at least 25% of the Subject Shares owned by it on the date hereof and prior to the consummation of any Qualified Public Offering, the Company shall deliver to each Holder of at least 100,000 shares of Registrable Securitiessuch holder: (ai) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-year end financial reports to be on a consolidated basis for the Company and its Subsidiaries and for the Operating Companies in reasonable detail, prepared in accordance with United States generally accepted accounting principles principles, consistently applied ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (bii) 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 fiscal year of the Companycalendar month, an unaudited profit or loss income statement, a unaudited statement of cash flows for such fiscal quarter month and an unaudited balance sheet as of sheet, in each case, on a consolidated basis for the end of such fiscal quarter; (c) within thirty (30) days of Company and its Subsidiaries and for the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and Operating Companies as of the end of such month, in reasonable detail; (diii) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a consolidated budget and business plan for the next following fiscal yearyear for the Company and its Subsidiaries and for the Operating Companies, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (eiv) with respect to the financial statements called for in subsections paragraph (ba) and (c) of this Section 2.1above, an instrument executed by the Chief Financial Officer or President (or an officer in a comparable position) of the Company and certifying that such financials were prepared in accordance with GAAP applied consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present in all material respects the financial condition and results of operation for the Company and its results of operation Subsidiaries and the Operating Companies for the period specified, subject to year-year end audit adjustment; and (v) all notices, request for consents, financial statements and other materials provided that to the foregoing shall not restrict holders of Equity Securities at any time and at the right same time such holders are so furnished, and such other information relating to the financial condition, business or corporate affairs of the Company Group as holders of at least 10% of the then outstanding Series A Preferred Shares may from time to change time reasonably request. (b) The Company, each of its Subsidiaries and each of the Operating Companies shall evaluate the effectiveness of its respective system of internal accounting principles consistent controls as of the end of each fiscal quarter for such entity. As soon as practicable, but in any event within sixty (60) days thereafter, the Company shall notify Blue Ridge China and EI in writing of any (i) deficiencies in such controls, and (ii) significant changes in such controls or in other factors that could significantly affect such controls. (c) The Company may require any party (other than Blue Ridge China and EI) entitled to the information rights of this Section 4.1 to execute a confidentiality and non-disclosure agreement at any time with GAAPrespect to such rights. (d) Not later than 20 business days prior to the date on which the ▇▇▇▇▇▇▇ Warrants expire or terminate pursuant to the terms thereof, if the Company shall deliver to the ▇▇▇▇▇▇▇ Holders the information set out in Sections 4.1(a)(i) through (iv), subject to Section 4.1(c). (e) Within 5 business days following receipt by the Company of a notice from either of the ▇▇▇▇▇▇▇ Holders to the effect that it intends, in good faith, to exercise its ▇▇▇▇▇▇▇ Warrant, in whole or in part, subject to a review of the Company’s financial condition and performance, the Company shall furnish to such ▇▇▇▇▇▇▇ Holder the information set out in Section 4.1(a)(i) through (iv), subject to Section 4.1(c). (f) In the event that the Company becomes subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended, or a similar public securities reporting statute in another jurisdiction: (i) as a result of any transaction approved by the Company’s Board of Directors determines Directors, the requirements of this Section 4.1 shall terminate; or (ii) for any other reason, the requirements of this Section 4.1 shall continue, provided, and to the extent that it is in the best interest of the Company to they do sonot contravene applicable public securities law.

Delivery of Financial Statements. The At any time that the Company is not required to file periodic reports with the SEC, the Company shall deliver to each Holder of at least 100,000 shares of Registrable Securitiesthe Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an (i) a “Big 4” independent public (or its successor) accounting firm of nationally recognized standing selected by the CompanyCompany or (ii) a Nationally recognized accounting firm reasonably acceptable to the Investor; (b) 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 fiscal year of the Company, an unaudited profit or loss statementincome statement for such quarter, a 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, an unaudited income statement and a statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and certifying that such financials financial statements 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; (e) notices of events that have or may have a material effect on the Company as soon as practicable following the occurrence of any such event; and (f) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to change its accounting principles consistent with GAAPtime reasonably request; provided, if however, that the Board Company shall not be obligated under this subsection (e) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Holder Investor (or transferee of an Investor) that holds at least 100,000 1,000,000 shares of Registrable Securities:Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”): (a) as soon as practicable, but in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, for the fiscal years following December 31, 2013, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and, as determined and approved by the Company’s Board of Directors, audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter;, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); and (c) within such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (c) 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 its counsel. (d) Notwithstanding anything else in this Section 2.1 to the contrary, the Company may cease providing the information set forth in this Section 2.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the end date of each month, an unaudited income 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 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Companyrelated offering; and (e) 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 President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing Company’s covenants under this Section 2.1 shall not restrict the right of be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company cause such registration statement to do sobecome effective.

Delivery of Financial Statements. The So long as a Member holds Units, the Company shall deliver to each Holder of at least 100,000 shares of Registrable Securitiessuch Member: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year Fiscal Year of the Company, an income statement, balance sheet, statement for such fiscal yearof operations, a balance sheet statement of Members' equity and statement of cash flows of the Company for and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such yearFiscal Year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified accompanied by an audit opinion by an independent public accounting firm of nationally recognized standing selected by the Company; and together with a statement showing the number of Units outstanding at the end of the period, all in sufficient detail as to permit the Member to calculate its percentage equity ownership in the Company; (b) as soon as practicable, but in any event within thirty (30) 60 days after the end of each of the first three (3) quarters of each fiscal year Fiscal Year of the Company, an unaudited profit or loss income statement, a balance sheet, statement of operations, statement of members' equity and statement of cash flows of the Company for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, and in any event within thirty (30) 30 days of after the end of each month, an unaudited income statement, balance sheet, statement of operations, statement of members' equity and a statement of cash flows and balance sheet for and as of the end Company for such month and for the current Fiscal Year to date, if prepared in the ordinary course of business, including a comparison to plan figures for such month, in reasonable detailperiod; (d) as soon as practicable, but in any event thirty (30) 30 days prior to the end beginning of each fiscal yearFiscal Year, a an annual budget and business plan operating plans for the next fiscal yearsuch Fiscal Year, prepared on a monthly basis, including balance sheets, sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; andbudgets; (e) with respect to the financial statements called for in subsections (b) and (cSection 12.3(a) of this Section 2.1, Agreement an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials financial statements 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesPurchaser: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an (i) a balance sheet as of the end of such year, (ii) statements of income statement 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 (iii) a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, all such financial statements audited and a statement certified by independent public accountants selected by the Company, and the chief financial officer and chief executive officer of cash flows for the Company shall certify in writing that such year, such year-end financial reports to be in reasonable detail, statements were prepared in accordance with generally accepted accounting principles ("GAAP"), GAAP consistently applied with prior practice for earlier periods and audited fairly present the financial condition of the Company and certified by an independent public accounting firm its results of nationally recognized standing selected by operation for the Company;periods specified therein; and (b) as soon as practicable, but in any event within thirty forty five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement statements of cash flows income for such fiscal quarter quarter, and an unaudited balance sheet as of the end of such fiscal quarter; , all prepared in accordance with GAAP (cexcept that such financial statements may (i) within thirty be subject to normal year-end audit adjustments and (30ii) days of 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, not contain all notes thereto that may be required in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basisaccordance with GAAP), and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the chief financial statements called for in subsections (b) officer and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President chief executive officer of the Company and certifying shall certify in writing that such financials financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAPexcept as otherwise set forth in this Section 4.12(b)) 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 soperiods specified therein.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal yearannual, a balance sheet of the Company and statement of shareholder's equity as of the end of such yearquarterly, and a statement of cash flows for such year, such year-end monthly financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP")statements, and audited and certified by an independent public accounting firm of nationally recognized standing selected other information as determined by the CompanyBoard; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and business plan cash position on a month-to-month basis for the next upcoming fiscal year, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) promptly following the end of this Section 2.1each quarter an up-to-date capitalization table, an instrument executed if requested, certified by the Chief Financial Officer or President Chief Executive Officer of the Company. (d) 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 certifying that all such financials were consolidated subsidiaries. (e) The financial statements to be delivered to each Major Investor shall be prepared in accordance with GAAP consistently (other than the inclusion of full footnotes) applied with prior practice for earlier on a consistent basis throughout the periods indicated, and in a manner reasonably capable of being audited at a certain date. (f) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the exception of footnotes that may be required by GAAPdate thirty (30) and fairly present days before the financial condition Company’s good-faith estimate of the Company 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 its results of operation for the period specified, subject to year-end audit adjustment, related offering; provided that the foregoing Company’s covenants under this Section 3.1 shall not restrict the right of be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company cause such registration statement to do sobecome effective.

Delivery of Financial Statements. The In the event that the Company becomes no longer subject to, or has failed to comply with for a period of ninety (90) days, the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Company shall deliver to each Holder of at least 100,000 the Investor (provided that the Investor and its affiliated entities hold not less than 250,000 shares of Registrable Securities:Securities (as adjusted for stock splits, etc.): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (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, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.13.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 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; 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 reasonably request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 3.1 to provide information which it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Holder Shareholder (or transferee of the Shareholder provided the transfer of securities to such transferee is permitted under this Agreement) that holds at least 100,000 shares 1.8% of Registrable Securitiesall the Ordinary Shares Equivalents in issue and outstanding or each Noteholder (together with its affiliates) holding Notes with an aggregate principal amount of not less than US$5,000,000 (a “Major Investor”), with respect to itself and its subsidiaries on a consolidated basis: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, consolidated financial statements, including an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-year end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing in the PRC and internationally selected by the Company; (b) as soon as practicable, but in any event within thirty forty five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss consolidated income 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 thirty (30) days of the end of each month, an unaudited consolidated 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 Company and its results of operation for the period specified, subject to year-year end audit adjustment; and (f) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business or corporate affairs of the Company as the Investors may from time to change its accounting principles consistent with GAAPtime reasonably request (including, if but not limited to, a capitalization table provided annually), provided, however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder Investor (other than an Investor reasonably deemed by the Company to be a competitor of at least 100,000 shares of Registrable Securities:the Company): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally or regionally recognized standing selected by the Company; provided; however, that the year-end financial reports for the fiscal year ended December 31, 2009 shall be unaudited and may be delivered by the Company more than ninety (90) days after the end of the 2009 fiscal year; (b) as soon as practicable, but in any event within thirty forty five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as summary of the end of such fiscal Company’s financial performance over the previous quarter, with comparisons to the Company’s annual budget and to the prior year; (c) within thirty (30) days of 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 detailwith comparisons to the Company’s annual budget and to the prior year; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and strategic business plan for the next fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company; and; (e) with respect to the financial statements called for in subsections (bSections 2.01(b) and (c) of this Section 2.12.01(c), an instrument executed by the Chief Executive Officer or Chief Financial Officer or President of the Company and certifying on behalf of the Company 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 Company and its results of operation for the period specified, subject to year-end audit adjustment; provided, 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 or a committee thereof determines that it is in the best interest of the Company to do so; and (f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as such Investor or any assignee of such Investor may from time to time reasonably request, or promptly after transmission or occurrence (but in any event within 10 days) such other reports, including any non-routine communications with shareholders or the financial community, the Company’s accountants and business consultants, governmental agencies and authorities, any reports filed by the Company or its officers, directors and representatives with any securities exchange or the SEC and notice of any event which would have a significant effect on the Company’s business prospects or financial condition or on the Investors’ investments; provided, however, that the Company shall not be obligated under this Section 2.01 to provide information that it deems in good faith to be a trade secret or similar confidential information, and provided further that the Company may require the Investor to execute a confidentiality and nondisclosure agreement prior to disclosure of any such information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor and to shareholders designated as representatives for such purpose by each Major Investors Group: (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm associated with one of nationally recognized standing the "Big 4" US accounting firms selected by the Company; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the 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, reviewed by an accounting firm associated with one of the "Big 4" US accounting firms selected by the Company; (c) within thirty (30) 14 days of the end of each month, an unaudited income statement and a statement monthly report in a form agreed by the Board of cash flows and balance sheet for and as of the end of such month, in reasonable detailDirectors; (d) as soon as practicable, but in any event thirty (30) 45 days prior to the end of each fiscal year, a budget and business operating plan for the next fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company; and (e) 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 President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesHolder: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an (i) a balance sheet as of the end of such year, (ii) statements of income statement and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Section 3.1(e)) for such year, with an explanation of any material differences between such amounts and a balance sheet schedule as to the sources and applications of the Company funds for such year, and (iii) a statement of shareholder's stockholders’ equity as of the end of such year, and a statement of cash flows for all such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and statements audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the CompanyCompany and all being prepared in accordance with GAAP; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement statements of income and of cash flows for such fiscal quarter quarter, and an unaudited balance sheet as of the end of such fiscal quarter; , all prepared in accordance with GAAP (cexcept that such financial statements may (i) within thirty be subject to normal year-end audit adjustments and (30ii) days of 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, not contain all notes thereto that may be required in reasonable detail; (d) as soon as practicable, but in any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Companyaccordance with GAAP); and (ec) with respect to the financial statements called for in subsections (bSection 3.1(a) and (cSection 3.1(b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President chief financial officer and chief executive officer of the Company and certifying that such financials financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAPexcept as otherwise set forth in Section 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period specifiedthe financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Section 3.1 to the contrary, subject the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to year-end audit adjustment, comply with the SEC rules applicable to such registration statement and related offering; provided that the foregoing Company’s covenants under this Section 3.1 shall not restrict the right of be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company cause such registration statement to do sobecome effective.

Delivery of Financial Statements. The Company shall deliver to each Holder of Investor holding, and to transferees of, at least 100,000 1,500,000 shares of Registrable SecuritiesSeries A Preferred Stock: (a) as soon as practicable, but in any event within ninety (90) days practicable after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days practicable after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) days of 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 any event thirty (30) days practicable prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and as soon as prepared, any other budgets or revised budgets prepared by the Company; andsources and applications of funds statements for such months; (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.13.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared substantially 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 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; and PROVIDED, HOWEVER, that the Company shall not be obligated under any subsection of Section 3.1 to provide information that it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor: (a) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, and within thirty (30) days after the end of each month, an unaudited profit or loss statement for such fiscal quarter and/or month, a statement of cash flows for such fiscal quarter and/or month, and an unaudited balance sheet as of the end of such fiscal quarter and/or month, to be in reasonable detail and prepared in accordance with generally accepted accounting principles (“GAAP”); (b) as soon as practicable, but in any event within ninety (90) days after the end of each of fiscal year of the Company, an income audited profit or loss statement for such fiscal year, a statement of cash flows for such fiscal year, and an audited balance sheet of the Company and statement of shareholder's equity as of the end of such fiscal year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, detail and prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified GAAP by an independent public accounting firm of nationally recognized standing selected by the CompanyBoard; provided, however, that, for the twelve-month period ended December 31, 2005, the Company shall have until June 30, 2006 to deliver audited financial statements to the Major Investors; (bc) 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 fiscal year of the 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 thirty (30) days of 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 any event not less than thirty (30) days prior to the end of each fiscal year, a budget and business operating plan for the next fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (ed) with respect to the financial statements called for in subsections (ba) and (cb) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustmentadjustments (if applicable), 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 125,000 shares of Registrable Securities:Securities (other than a Holder reasonably deemed by the Company to be a competitor of the Company): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) days of the end of each month, an unaudited income statement and a statement monthly report in a form agreed to by the Board of cash flows and balance sheet for and as of the end of such month, in reasonable detailDirectors; (d) as soon as practicable, but in any event thirty (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, 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, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder Major Investor (other than a Major Investor reasonably deemed by the Board of at least 100,000 shares Directors of Registrable Securities:the Company to be a competitor of the Company): (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, income statement and a statement of cash flows for such fiscal quarter and an unaudited balance sheet for and as of the end of such fiscal quarter, in reasonable detail; (c) within thirty (30) 30 days of 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 any event thirty (30) 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, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) as soon as practicable, but in any event at least 45 days after the end of each quarter of each fiscal year of the Company, an up-to-date capitalization table of the Company; and (ef) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.13.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception exception, in the case of Section 3.1(c), 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of Investor, for so long as such Investor (together with its affiliates) holds at least 100,000 950,000 shares of Registrable Securities:Securities (as adjusted for any stock dividends, combinations, splits or the like with respect to such shares) (a “Major Investor”) (so long as such Major Investor is not a competitor of the Company, as determined in good faith by the Company’s Board of Directors): (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the CompanyCompany (or such longer period as approved by the Board of Directors), 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, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP")”) and, and beginning with the fiscal year ended December 31, 2008, audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarter of the Company (or such longer period as approved by the Board of Directors), an unaudited income statement, balance sheet and statement of cash flows for and as of the end of such quarter, such unaudited financial statements to be in reasonable detail and prepared in accordance with GAAP (except that no footnotes shall be required), subject to year end adjustments; (c) as soon as practicable, but in any event within thirty (30) days after the end of each month (or such later date as approved by the Board of the first three (3) quarters of each fiscal year of the CompanyDirectors), an unaudited profit or loss income statement, a balance sheet and 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, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, such unaudited financial statements to be in reasonable detail;detail and to show a comparison against the Company’s annual operating plan as then in effect; and (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal yearyear (or such later date as approved by the Board of Directors), a the Company’s annual operating budget and business plan with respect to revenues, expenses and cash position on a monthly basis for the next fiscal year, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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.

Delivery of Financial Statements. The Company shall use best efforts to deliver to each Holder Investor (or transferee of at least 100,000 shares of Registrable Securities:an Investor): (a) as soon as practicable, but in any event within ninety one-hundred twenty days (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing in the PRC and internationally selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustment; and (e) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business or corporate affairs of the Company as the Investors may from time to change its accounting principles consistent with GAAPtime reasonably request, if provided, however, that the Board Company shall not be obligated under this subsection (e) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder the Purchasers for so long as the Purchasers (together with its shareholders, partners and members and any other Persons whose securities are aggregated with those of at least 100,000 shares such Purchasers for purposes of Registrable Securitiesthe Shareholders' Agreement dated October 23, 1998) holds Preferred Stock: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement of the Company for such fiscal year, a cash flow statement of the Company for such fiscal year, a balance sheet of the Company as of the end of such fiscal year and a statement of changes in shareholder's equity of the Company as of the end of such year, and a with each such financial statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an a firm of independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) sixty days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement statements of income and cash flows of the Company for such fiscal quarter and an unaudited balance sheet and a statement of changes in shareholder's equity of the Company as of the end of such fiscal quarter; (c) within thirty (30) days of the end of each calendar month, an unaudited statements of income statement and a statement of cash flows and balance sheet of the Company for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan of the Company for the next fiscal year, prepared on a monthly basis, including balance sheets and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) with respect to the financial statements called for in subsections subsection's (b) and (c) of this Section 2.16.3, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials financial statements 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 operation, cash flows and changes in shareholders' equity for the period specified, subject to year-end audit adjustmentadjustments; and (f) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as such Purchasers or any transferee of such Purchasers may. from time 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 sotime request.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor, as defined in Section 2.3 below: (a) as soon as practicable, but in any event within ninety (90) 30 days after the end of each fiscal year of the Company, preliminary and unaudited income statement for such fiscal year, a preliminary and unaudited balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a preliminary and unaudited 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”). (b) within five days of availability, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (bc) as soon as practicablewithin five days of availability, but in any event within thirty (30) 15 days after the end of each of the first three (3) quarters of each fiscal year of the CompanyCompany and within five days of availability, 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 thirty (30) days of 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 any event thirty (30) within five days prior to before the end of each the fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety sixty (9060) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders' equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter quarter, a summary of bookings and backlog and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, but in any event within thirty fifteen (3015) days of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as monthly management report, in a form to be determined by the Board; provided that the Company shall only be required to provide such management report to Investors owning at least ten percent (10%) of the end of such month, in reasonable detailCompany's issued and outstanding capital stock; (d) as soon as practicablewith reasonable promptness, but in any event thirty (30) days prior such other information and data with respect to the end of each fiscal year, a budget Company and business plan for the next fiscal year, prepared on a monthly basis, and its subsidiaries as soon as prepared, any other budgets or revised budgets prepared by the CompanyInvestor may reasonably request from time to time; and (e) 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 President Chief Executive Officer of the Company and 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 Company and its results of operation for the period specified, subject to normal and recurring 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 including the members thereof elected by the holders of the Company's Series B Preferred Stock determines that it is in the best interest of the Company to do so. Each Investor hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.1 unless required by applicable law or a court order.

Delivery of Financial Statements. The Company shall deliver to (i) each Holder of at least 100,000 750,000 (subject to adjustments for stock splits, stock dividends, reclassifications or the like) shares of Registrable SecuritiesSecurities (except for a Major Investor reasonably deemed by the Company to be a competitor of the Company) and (ii) Silicon Valley BancVentures, L.P., or its affiliates (“SVBV”), for so long as SVBV continues to hold at least 80% of the Registrable Securities originally purchased by SVBV: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the CompanyCompany occurring after the date hereof, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) 30 days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) 30 days of 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 any event thirty (30) 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, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 400,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (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, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of Investor holding, and to transferees of, at least 100,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety sixty (9060) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (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, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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; 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 reasonably 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.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each Holder of Investor holding, and to transferees of, at least 100,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), ) and audited ---- and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty forty-five (3045) days of 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 any event thirty (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, including balance sheets and as soon as prepared, any other budgets or revised budgets prepared by the Company; andsources and applications of funds statements for such months; (e) 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 President of the Company and 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 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; 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 reasonably 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of the Series C Investors and Series B Investors (so long as such Investors and their affiliates holds Registrable Securities:): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing national reputation selected by the CompanyCompany and acceptable to a majority in interest of the Series C and Series B Investors; (b) as soon as practicable, but in any event within thirty (30) days after the end of each month and within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows and summary of bookings for such fiscal quarter month and quarter, respectively, and an unaudited balance sheet as of the end of such fiscal month and quarter, respectively; (c) within thirty (30) days of 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 any event within thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basisincluding balance sheets and sources of applications of funds statements for such months and, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (d) as soon as practicable, but in any event within thirty (30) days after the end of each month and within thirty (30) days after the end of each quarter, a comparison between the actual financial figures for such month or quarter, as applicable, and the comparable figures included in the budget, with an explanation of any material differences between them; (e) with respect to the financial statements called for in subsections (b) and (cd) of this Section 2.1, an instrument executed by the Chief Financial Officer or President or Chief Executive Officer of the Company and 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 Company and its results of operation for the period specifiedspecified in all material respects, 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 board of Directors directors determines that it is in the best interest of the Company to do so; and (f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as a Series C Investor or Series B Investor that owns Registrable Securities or any assignee of such Investor that has been transferred more than 25% of such transferor's Registrable Securities may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection 2.1(f) or any other subsection of Section 2 to provide information which it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders' equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public a Big Five accounting firm of nationally recognized standing as selected by the Board of Directors of the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (30) days prior to the end of each fiscal year, a an annual budget and business operating plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to change its accounting principles consistent with GAAPtime request; provided, if however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor and Common Holder: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or Common Holder or any assignee of thereof may from time to change its accounting principles consistent with GAAPtime request, if provided, however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety sixty (9060) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders' equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter quarter, a summary of bookings and backlog and an unaudited balance sheet as of the end of such fiscal quarter; (c) as soon as practicable, but in any event within thirty fifteen (3015) days of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for and as monthly management report, in a form to be determined by the Board; provided that the Company shall only be required to provide such management report to Investors owning at least ten percent (10%) of the end of such month, in reasonable detailCompany's issued and outstanding capital stock; (d) as soon as practicablewith reasonable promptness, but in any event thirty (30) days prior such other information and data with respect to the end of each fiscal year, a budget Company and business plan for the next fiscal year, prepared on a monthly basis, its subsidiaries as any Investor may reasonably request from time to time; and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President Chief Executive Officer of the Company and 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 Company and its results of operation for the period specified, subject to normal and recurring 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 including the members thereof elected by the holders of the Company's Series B Preferred Stock determines that it is in the best interest of the Company to do so. Each Investor hereby agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 2.1 unless required by applicable law or a court order.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each Holder Investor that owns more than 200,000 shares (as adjusted to reflect subsequent stock dividends, stock splits, combinations or recapitalizations) of at least 100,000 shares of the Company's Registrable Securities:Securities (a "Major Investor"): (a) as soon as practicable, but in any event within ninety thirty (9030) days after prior to the end of each fiscal year of year, a budget and business plan for the Company, an income statement for such next fiscal year, a balance sheet of the Company which budget and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to business plan shall (i) be prepared in reasonable detail, prepared in accordance with generally accepted accounting principles detail and (ii) provide information on a monthly basis (the "GAAPAnnual Plan"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) days of the end of each month, (i) an unaudited income statement and schedule as to the sources and application of funds and balance sheet for and as of the end of such month, in reasonable detail and (ii) a report comparing the Company's monthly results to the Annual Plan and to the comparable period in the prior year; (c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, 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 thirty (30) days of 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 any event thirty within ninety (3090) days prior to after the end of each fiscal year of the Company, an income statement for such fiscal year, a budget balance sheet of the Company and business plan for statement of stockholder's equity as of the next fiscal end of such year, and a schedule as to the sources and applications of funds for such year, such financial statements to be in reasonable detail, prepared on a monthly basisin accordance with generally accepted accounting principles ("gaap"), and as soon as prepared, any other budgets or revised budgets prepared audited and certified by independent public accountants of nationally recognized standing selected by the Company; and; (e) with respect to the financial statements called for in subsections (b) and (cd) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP gaap consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAPgaap) and fairly present the financial condition of the Company and its results of operation operations for the period specified, subject to year-end audit adjustment; (f) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as a Major Investor may from time to change its accounting principles consistent with GAAPtime request, if the Board of Directors determines provided, however, that it is in the best interest of the Company shall not be obligated under this subsection (e) or any other subsection of Section 2.1 to do soprovide information which it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The As long as an Investor and its -------------------------------- affiliates owns not less than 400,000 shares of the Company's Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall deliver to each Holder of at least 100,000 shares of Registrable Securitiessuch Investor the following: (a) as soon as practicable, but in any event within ninety one hundred and five (90105) days after the end of each fiscal year of the Company, an income statement for such fiscal year, year and a balance sheet of the Company and statement of shareholder's cash flows and of shareholders' equity as of the end of such year, and a statement of cash flows for such year, such year-year- end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 quarterquarter together with a compilation of the Company's actual results versus the results projected in the Company's approved budget; (c) if requested by an Investor on a month by month basis, within thirty (30) days of the end of each such month, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such monthmonth together with a monthly operating report in a form satisfactory to the Investors and a compilation of the Company's actual results versus the results projected in the Company's approved budget, in reasonable detail; (d) as soon as practicable, but in any event thirty (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, and including balance sheets for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief Executive Officer and the Chief Financial Officer or President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company to change its accounting principles consistent with GAAP, if as the Board of Directors determines that it is in the best interest 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 do soprovide information which it deems in good faith to be a trade secret or similar confidential information, unless such Investor or assignee of such Investor has signed an agreement to keep such information confidential.

Delivery of Financial Statements. The Company Each Holder shall deliver be entitled to each Holder of at least 100,000 shares of Registrable Securitiesreceive: (a) as As soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty- five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) days of 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 detailincluding a comparison of the Company's actual results with its budget; (d) as soon as practicable, but in any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustment; (e) as soon as practicable, provided that but in any event within thirty (30) days after the foregoing shall not restrict end of each fiscal year, a budget for the right next fiscal year, including balance sheets and sources and applications of funds statements and, 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, prospects or corporate affairs of the Company as the Holders may from time to change its accounting principles consistent with GAAPtime request, if the Board of Directors determines provided, however, that it is in the best interest of the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to do soprovide information which it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to (i) each Holder of Investor that holds (together with its affiliates or constituent partners) at least 100,000 350,000 shares (as appropriately adjusted for stock splits, stock dividends and the like) of the Preferred Stock of the Company and (ii) for so long as each holds shares of Registrable Securities:the Preferred Stock of the Company, each of PacRim Venture Partners I, L.P. and SmartForest Ventures I, LP (each, a “Major Investor”): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, a statement of stockholder’s equity as of the end of such year and a statement of cash flows for such fiscal year, such year-year end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"), ”) and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty five (3045) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited profit or loss statement, a income 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, an such 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, to be accompanied by an instrument executed by the Chief Financial Officer or President Chief Executive Officer of the Company and 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 Company and its results of operation operations for the period specified, subject to year-year end audit adjustment; and (c) as soon as practicable, provided that but in any event within thirty (30) days prior to the foregoing shall not restrict the right end of each fiscal year of the Company to change its accounting principles consistent with GAAPCompany, if an annual operating budget and strategic plan for the Board of Directors determines that it is in the best interest of the Company to do sofollowing fiscal year.

Delivery of Financial Statements. The Company shall deliver to each Holder of Preferred Stockholder holding, and to transferees of, at least 100,000 1,000,000 shares of Registrable SecuritiesSecurities (as adjusted for stock splits, stock dividends, recapitalizations and the like) and to the Warrant Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (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, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President Chief Executive Officer of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) upon request, within thirty forty-five (3045) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) with respect to the financial statements called for in subsections (b) and b)and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to change its accounting principles consistent with GAAPtime request, if provided, however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines this Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance United States with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustment; and (e) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to change its accounting principles consistent with GAAPtime request, if provided, however, that the Board Company shall not be obligated under this subsection (e) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. (a) The Company shall deliver to each Holder of at least 100,000 who holds any shares of Registrable SecuritiesPreferred Stock or the shares issued or issuable upon conversion thereof: (ai) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company;'s Board of Directors; and (bii) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) days of 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) together 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 President of the Company and certifying that such financials financial reports 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 adjustmentadjustments. (b) The Company shall deliver to each Holder who holds at least one million (1,000,000) Registrable Securities (or Common Stock issued or issuable upon conversion thereof, provided as adjusted for stock splits, stock, dividends, and the like): (i) as soon as practicable, but in any event thirty (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, including balance sheets and statements of cash flows for such months (the "ANNUAL FINANCIAL PLAN") and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (ii) within twenty (20) 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, and comparing the results to the Annual Financial Plan and to the prior year comparable period, together with an instrument executed by the Chief Financial Officer or president of the company certifying that such financial reports 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 yearend audit adjustments; and (iii) such other information relating to the financial condition, business, prospects or corporate affairs of the company as any of such holders or any assignee of any of such holders may from time to time request; provided, however, that the foregoing company shall not restrict be obligated under this subsection (b)(iii) or any other subsection of section 3.1 to provide information that it deems in good faith to be a trade secret or similar confidential information unless the right holder or holders provide assurances in writing to the company that it will maintain the confidentiality 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 soinformation.

Delivery of Financial Statements. The So long as any Investor holds in the aggregate, a minimum of 100,000 shares of Common Stock and Series A Preferred Stock (and/or any Common Stock issued upon conversion thereof) (each such Investor being a "MAJOR INVESTOR"), the Company shall will deliver to each Holder of at least 100,000 shares of Registrable Securities:such Major Investor (subject to such Major Investor's agreement to maintain it in strict confidence): (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the 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, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement schedule as to the sources and application of cash flows funds for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter;. (c) within thirty (30) 30 days of the end of each month, an unaudited income statement and a statement schedule as to the sources and application of cash flows funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days event, prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) with respect to the financial statements called for in subsections SUBSECTIONS (b) and (c) of this Section SECTION 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials financial statements 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company to change its accounting principles consistent with GAAP, if as the Board of Directors determines that it is in the best interest Major Investor or any assignee of the Major Investor may from time to time reasonably request, provided, however, that the Company will not be obligated under this SUBSECTION 2.1(f) or any other subsection of SECTION 2.1 to do soprovide information which it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an a consolidated income statement for such fiscal year, a consolidated balance sheet of the Company and consolidated statement of shareholder's stockholder’s equity as of the end of such year, and a consolidated statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the CompanyCompany and duly approved by the Audit Committee of the Board of Directors; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss consolidated income statement, a consolidated 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 promptly following the preparation thereof, monthly reports as are prepared by the Company from time to time in a format approved by the Board of 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 detailDirectors; (d) as soon as practicable, but in any event thirty at least fifteen (3015) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a operating budget and monthly basisbudgets, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) together with respect the delivery of any unaudited financial statements delivered pursuant to the financial statements called for in subsections (b) and (c) of this Section 2.1foregoing provisions, an instrument executed signed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared delivered 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 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 sosubsidiaries at such time.

Delivery of Financial Statements. The Company shall deliver to each Holder of Shareholder that holds at least 100,000 shares 3% of Registrable Securitiesthe issued and outstanding share capital of the Company or to a Shareholder that invested in the Company at least US$ 1,000,000: (a) as As soon as practicable, but in any event within ninety sixty (9060) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet consolidated financial statements of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows setting forth in each case in comparative form the figures for such the previous fiscal year, such year-end financial reports to be all in reasonable detail, written in English, prepared in accordance with generally accepted accounting principles ("GAAP"), audited by a firm of Independent Certified Public Accountants in the State of Israel who are members or affiliates of an internationally recognized accounting firm, and audited and certified accompanied by an independent public accounting opinion of such firm which opinion shall state that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with that of nationally recognized standing selected the preceding fiscal year, and present fairly and accurately the financial position as of their date, results of operations and changes in cash flows of the Company for the period ended at said date, and that the audit by the Company;such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; and (b) as As soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company, an unaudited profit or loss statementunaudited, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as but reviewed, financial statements of the end of such fiscal quarter; (c) within thirty (30) days of the end of each monthCompany, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such month, written in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basisEnglish, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with such period and, in the exception of footnotes that may be required by GAAP) and fairly present the financial condition case of the Company first, second and its results of operation third quarterly periods, for the period specified, subject to year-end audit adjustment, provided that from the foregoing shall not restrict the right beginning of the Company current fiscal year to change its accounting principles consistent with GAAPthe end of such quarterly period and the quarter ended as of their date , if setting forth in each case in comparative form the Board figures for the corresponding period of Directors determines that it is the previous fiscal year, all in reasonable detail, and all reviewed by a firm of Independent Certified Public Accountants in the best interest State of the Company to do soIsrael who are members or affiliates of an internationally recognized accounting firm.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securitiesthe Purchaser: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an (i) a balance sheet as of the end of such year, (ii) statements of income statement 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 (iii) a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, all such financial statements audited and a statement certified by independent public accountants selected by the Company, and the chief financial officer and chief executive officer of cash flows for the Company shall certify in writing that such year, such year-end financial reports to be in reasonable detail, statements were prepared in accordance with generally accepted accounting principles ("GAAP"), GAAP consistently applied with prior practice for earlier periods and audited fairly present the financial condition of the Company and certified by an independent public accounting firm its results of nationally recognized standing selected by operation for the Company;periods specified therein; and (b) as soon as practicable, but in any event within thirty forty five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement statements of cash flows income for such fiscal quarter quarter, and an unaudited balance sheet as of the end of such fiscal quarter; , all prepared in accordance with GAAP (cexcept that such financial statements may (i) within thirty be subject to normal year-end audit adjustments and (30ii) days of 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, not contain all notes thereto that may be required in reasonable detail; (d) as soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basisaccordance with GAAP), and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the chief financial statements called for in subsections (b) officer and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President chief executive officer of the Company and certifying shall certify in writing that such financials financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAPexcept as otherwise set forth in this Section 4.12(b)) 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 soperiods specified therein.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each Holder of Investor holding at least 100,000 750,000 shares of Registrable SecuritiesSeries A Preferred Stock: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder's equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAPgaap"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement schedule as to the sources and application of cash flows funds 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, an unaudited income statement and a statement schedule as to the sources and application of cash flows funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty sixty (3060) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and. The Company's Board of Directors shall endeavor to provide input to management on the budget submitted such that it is approved by the Company's Board of Directors at least thirty (30) days prior to the end of the fiscal year prior to the year for which such budget applies; (e) 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 President of the Company and certifying that such financials were prepared in accordance with GAAP gaap consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAPgaap) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment; (f) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company to change its accounting principles consistent with GAAP, if as the Board of Directors determines that it is in the best interest 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 do soprovide information which it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected approved by the CompanyBoard; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) 30 days of 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 detaildetail and showing variances from the budget and business plan called for in subjection (d) of this Section 2.1; (d) as soon as practicable, but in any event thirty (30) 30 days prior to the end of each fiscal year, a budget budget, business and business operating plan for the next fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets updated or revised budgets for such fiscal year prepared by the Company; and (e) 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 President of the Company and certifying on behalf of the Company 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 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 or a committee thereof determines that it is in the best interest of the Company to do so.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesMajor Investor: (a) as soon as practicable, but in any event within ninety (90) 120 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and a statement of shareholder's stockholder’s equity as of the end of such year, and a statement of cash flows for such year, and such year-end financial reports to shall be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a an unaudited statement of cash flows for such fiscal quarter quarter, and an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) 22 days of the end of each month, an unaudited income statement and a an unaudited 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 any event thirty (30) within 30 days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and business plan cash position on a month-to-month basis for the next upcoming fiscal year, prepared on a monthly basis, and ; (e) as soon as prepared, any other budgets or revised budgets prepared by practicable following the end of each of the first three quarters of each fiscal year of the Company; and, an updated capitalization table; (ef) 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 President of the Company and certifying on behalf of the Company 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 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 or a committee thereof determines that it is in the best interest of the Company to do so; and (g) promptly upon sending or mailing the same, all reports and financial statements that the Company sends to (i) members of its Board of Directors; (ii) holders of the Company’s Common stock; or (iii) the Company’s lenders.

Delivery of Financial Statements. The Company shall deliver to each Holder Investor (or transferee of at least 100,000 shares of Registrable Securities:an Investor): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (ed) 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 President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustment; and (e) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business or corporate affairs of the Company as the Investors may from time to change its accounting principles consistent with GAAPtime reasonably request, if provided, however, that the Board Company shall not be obligated under this subsection (e) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of which holds at least 100,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement a balance sheet, and statements of operations and cash flow for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such . Such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after of the end of each of the first three (3) quarters of each fiscal year quarter of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter operations and an unaudited balance sheet for and as of the end of such fiscal quarter, in reasonable detail and prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes; (c) within thirty (30) days of the end of each calendar month, an unaudited income statement and a statement of cash flows operations and balance sheet for and as of the end of such month, ; in reasonable detaildetail and prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes; (d) as soon as practicable, but in any event thirty (30) days practicable prior to the end of each fiscal year, and in any event no later than thirty (30) days prior thereto a budget and fiscal year business plan and operating budget for the next fiscal year, Company prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and. (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.12.2, an instrument executed by the Chief Financial Officer or President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Holder or any assignee of the Holder may from time to change its accounting principles consistent with GAAPtime request; provided, if however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.2 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAPgaap"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement schedule as to the sources and application of cash flows funds 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, an unaudited income statement and a statement schedule as to the sources and application of cash flows funds and balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (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, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.13.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP gaap consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAPgaap) 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.the

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Holder (or transferee of at least 100,000 shares of Registrable Securities:a Holder): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, year and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Companystanding; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statementbalance sheet, a income statement and unaudited 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, 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; (e) such other information relating to the financial condition, business or corporate affairs of the Company as the Holders may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information; and (ef) 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 President Chief Executive Officer of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 250,000 shares of Registrable Securities:, (except for a Holder reasonably deemed by the Company to be a competitor of the Company): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in in, any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) days of the end of each month, an unaudited income statement and a statement of cash flows and balance sheet for quarter and as of the end of each month during such monthquarter, in reasonable detaildetail and prepared in accordance with GAAP; (dc) as soon as practicable, but in any event thirty (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, including balance sheets and sources and applications of funds statements for such months, and, as soon as prepared, any other budgets or revised budgets prepared by the Company; andCompany and approved by the board of directors; (ed) with respect to the such financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 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.that

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally internationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a income statement and statement of cash flows for such fiscal quarter and quarter, an unaudited balance sheet as of the end of such fiscal quarter; (c) within thirty (30) days of 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 any event at least thirty (30) days prior to the end beginning of each fiscal year, a budget and business plan for the next upcoming fiscal year, prepared on a monthly quarterly basis, and in reasonable detail and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustment; and (e) such other information relating to the financial condition, provided that the foregoing shall not restrict the right shareholding, business or corporate affairs of the Company as the Investor may from time to change its accounting principles consistent with GAAPtime reasonably request, if provided, however, that the Board Company shall not be obligated under this subsection (d) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securitiesthe Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to change its accounting principles consistent with GAAPtime reasonably request, if provided, however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. (a) The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securities:Investor; (ai) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, : A. 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, and a statement of schedule as to the cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company;; and B. a capitalization summary of the Company indicating the stockholders of the Company as of the end of such fiscal year and the type and amount of securities owned of record by such stockholder and a list of holders of all options, warrants or other rights to acquire securities of the Company and the number of securities covered by such options, warrants or other rights. (bii) as soon as practicable, but in any event within thirty (30) 45 days after of the end of each of the first three (3) fiscal quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of operations, cash flows for such fiscal quarter flow analysis and an unaudited balance sheet for and as of the end of such quarter, in reasonable detail; such quarterly statements shall also contain the foregoing information for the corresponding periods of the immediately preceding fiscal quarter;year in comparative form. (cb) The Company shall deliver to each Major Investor (as defined below): (i) as soon as practicable, but in any event within thirty (30) 45 days of the end of each month, an unaudited income statement and a statement of operations, cash flows flow analysis and balance sheet for and as of the end of such month, in reasonable detail;; such monthly statements shall also contain the foregoing information on a year- to-date basis; and (dii) as soon as practicable, but in any event thirty (30) within 30 days prior to the end close of each fiscal year, a budget and business plan for the next fiscal yearyear and an operating budget for the next fiscal year forecasting the Company's revenues, expenses and cash position, prepared on a monthly basis, including balance sheets and as soon as prepared, any other budgets or revised budgets prepared by the Company; andsources and applications of funds statements for such months. (ec) with respect to the financial statements called for in subsections subsection (b) and (ca)(i)(A) of this Section 2.18.1, an instrument executed by the Chief Financial Officer Treasurer or the President of the Company and certifying that such financials were prepared in accordance with GAAP internally consistent accounting methods 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. A "Major Investor" is an Investor or an assignee of an Investor that owns at least one hundred thousand (100,000) shares of Series D Preferred Stock, 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 soor Common Stock issued upon conversion thereof.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 20,833 shares of Registrable Securities:Securities (other than a Holder reasonably deemed by the Company to be a competitor of the Company) (as adjusted for stock splits, combinations, recapitalizations and the like): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detaildetail and, beginning for the 2000 fiscal year, prepared in accordance with generally accepted accounting principles ("GAAP"), ) and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) days of 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (ec) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securities:Securities (other than a Holder reasonably deemed by the Company to be a competitor of the Company, which for this purpose shall not include any of the initial Holders who are signatories to this Agreement or affiliates of such initial Holders): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (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, and and, as soon as prepared, any other budgets or revised budgets prepared by the CompanyCompany as well as financial and operating statements compared to such budget; and (ed) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.12.2, an instrument executed by the Chief Financial Officer or President of the Company and 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 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.that

Delivery of Financial Statements. The At any time that the Company is not required to file periodic reports with the SEC, the Company shall deliver to each Holder of at least 100,000 shares of Registrable Securitiesthe Investor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholder’s equity as of the end of such fiscal year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an (i) a “Big 4” independent public (or its successor) accounting firm of nationally recognized standing selected by the CompanyCompany or (ii) a Nationally recognized accounting firm reasonably acceptable to the Investor; (b) 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 fiscal year of the Company, an unaudited profit or loss statementincome statement for such quarter, a 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, an unaudited income statement and a statement of cash flows for such month, and a balance sheet for and as of the end of such month, in reasonable detail; (d) as soon as practicable, but in any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and certifying that such financials financial statements 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; (e) notices of events that have or may have a material effect on the Company as soon as practicable following the occurrence of any such event; and (f) such other information relating to the financial condition, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to change its accounting principles consistent with GAAPtime reasonably request; provided, if however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder of Investor, for so long as such Investor holds (together with its affiliates) at least 100,000 Two Hundred Fifty Thousand (250,000) shares of Registrable Securities:Preferred Stock or Common Stock issuable upon conversion thereof (as appropriately adjusted for stock splits, stock dividends, combinations, reclassifications, combinations and the like): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, (i) an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's equity as of the end of such year, a statement of stockholder’s equity as of the end of such year and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"), ”) and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the CompanyCompany and (ii) a detailed capitalization table of the Company as of the last day of such fiscal year; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, (i) an unaudited profit or loss statement, a income 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, an such 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 any event thirty (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, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, to be accompanied by an instrument executed by the Chief Financial Officer or President Chief Executive Officer of the Company and 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 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 adjustment and (ii) a detailed capitalization table of the Company as of the last day of such quarter; (c) as soon as practicable, but in any event within twenty-five (25) days of the end of each month, unaudited consolidated financial statements for and as of the end of such month; (d) as soon as practicable, but in any event within thirty (30) days prior to change its accounting principles consistent with GAAP, if the end of each fiscal year (or such later date as approved by the Board of Directors determines that it is in Directors), the best interest Company’s annual operating budget and strategic plan for the next immediate fiscal year; and (e) all documentation reasonably required to ensure an Investor’s ongoing compliance with rules and regulations of the Small Business Administration governing Small Business Investment Company to do soinvestments.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesShareholder: (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty (30) 30 days after the end of each of the first three (3) quarters of each fiscal year quarter of the 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 thirty (30) days of 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 detailquarter; (dc) as soon as practicable, but in any event thirty (30) within 60 days prior to after the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.17.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) provided such Investor holds shares of Registrable Securities, as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholder’s equity as of the end of such year, and a statement schedule as to the sources and applications of cash flows funds for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) provided such Investor holds shares of Registrable Securities, as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement schedule as to the sources and application of cash flows funds for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter; (c) provided such Investor holds at least 250,000 shares of Registrable Securities (each, a “Major Investor”), within thirty (30) days of the end of each month, an unaudited income statement and a statement schedule as to the sources and application of cash flows funds and balance sheet for and as of the end of such month, in reasonable detaildetail and for the current fiscal year to date, a comparison to plan figures for such period, prepared in accordance with generally 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; (d) provided such Investor is a Major Investor, as soon as practicable, but in any event thirty (30) days prior to following its approval by the end Company’s Board of each fiscal yearDirectors, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company to change its accounting principles consistent with GAAP, if as the Board of Directors determines that it is in the best interest 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 do soprovide information which it deems in good faith to be a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to -------------------------------- each Holder of at least 100,000 500,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of ---- nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basisbasis and, and as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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.

Delivery of Financial Statements. The Company shall shall, upon request, deliver to each Holder of at least 100,000 shares of Registrable SecuritiesInvestor: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's shareholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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, provided that the foregoing shall not restrict the right business or corporate affairs of the Company as an Investor may from time to change its accounting principles consistent with GAAPtime request, if provided, however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Major Investor (other than a Holder reasonably deemed by the Company to be a competitor of at least 100,000 shares of Registrable Securities:the Company): (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's 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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("“GAAP"), ”) and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; provided, however, that for the year ending December 31, 2007 the Company may instead provide such year-end financial reports in an unaudited form upon the prior approval of a Qualified Board Majority (as defined in the Company’s Restated Certificate); (b) as soon as practicable, but in any event within thirty (30) 45 days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (30) 45 days of 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 detaildetail and the monthly portfolio company tracking report in a form acceptable to the VantagePoint Group and Rho; (d) as soon as practicable, but in any event thirty (30) 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basisbasis and approved by the Board of Directors, 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, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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 a Qualified Board of Directors Majority determines that it is in the best interest of the Company to do so.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securities:Investor and Common Holder: 11 (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the 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, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as the Investor or Common Holder or any assignee of thereof may from time to change its accounting principles consistent with GAAPtime request, if provided, however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Company shall deliver to each Holder Major Investor, as defined in Section 2.3 below (other than a Major Investor reasonably determined by the Company to be a competitor of at least 100,000 shares of Registrable Securities:the Company): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) 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 fiscal year of the 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 thirty (30) days of 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 any event thirty (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, basis and any amendments thereto when and as soon as prepared, any other budgets or revised budgets prepared by presented to the Companyboard of directors; and (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials (i) 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 (ii) 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of at least 100,000 shares of Registrable Securities: Shareholder: (a) as soon as practicable, but in any event within ninety (90) 90 days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder's stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; ; (b) as soon as practicable, but in any event within thirty (30) 30 days after the end of each of the first three (3) quarters of each fiscal year quarter of the 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 thirty (30) days of 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; quarter; (dc) as soon as practicable, but in any event thirty (30) within 60 days prior to after the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and and (ed) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.17.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 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.

Delivery of Financial Statements. The Company shall deliver to each Holder Synopsys or any Investor or transferee or assignee of Synopsys who acquires at least 100,000 50% of the shares held by Synopsys on the date hereof or any Investor that holds at least fifty percent (50%) of Registrable Securities:the shares held by such person or entity on the date hereof (a "Major Stockholder"): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss income 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 thirty (30) days of 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 any event at least thirty (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, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and; (e) 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 President of the Company and 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 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, provided that the foregoing shall not restrict the right business, prospects or corporate affairs of the Company as a Major Stockholder may from time to change its accounting principles consistent with GAAPtime request, if provided, however, that the Board Company shall not be obligated under this subsection (f) or any other subsection of Directors determines Section 2.1 to provide information that it is deems in the best interest of the Company good faith to do sobe a trade secret or similar confidential information.

Delivery of Financial Statements. The Until completion of a Qualified IPO, the Company shall deliver to each Holder of at least 100,000 shares of Registrable Securities: (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder'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 in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP"), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (30) days after the end of each of the first three (3) quarters of each fiscal year of the 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 thirty (3045) days of the end of each monththe quarter, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such monthquarter, in reasonable detail; (dc) as soon as practicable, but in any event thirty (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, and and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (d) subject to the proviso contained in Section 2.2, other information reasonably requested by such Holder; (e) with respect to the financial statements called for in subsections subsection (b) and (c) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and 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 Company and its results of operation for the period specified, subject to year-end audit adjustment, together with an executive summary covering all significant business issues, 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.

Delivery of Financial Statements. The Company shall deliver to each Holder of which, together with its affiliates, holds at least 100,000 1,000,000 shares of Registrable SecuritiesSecurities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations and including Registrable Securities held by any general partner or affiliate of such Holder) and to ▇▇▇▇▇▇ so long as ▇▇▇▇▇▇ (together with his affiliates) holds at least 1,000,000 shares of a combination of Series A Preferred Stock, Junior Preferred Stock and/or Common Stock issued upon conversion of any of the foregoing: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholderstockholder's equity as of the end of such year, and a statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles ("GAAP")principles, and audited and certified by an independent public accounting firm accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within thirty forty-five (3045) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited profit or loss statementstatement for such fiscal quarter, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarterquarter prepared in accordance with generally accepted accounting principles (other than for accompanying notes and normal year-end audit adjustments); (c) within thirty (30) days of 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 any event at least thirty (30) days prior to the end beginning of each fiscal year, a an annual budget and business operating plan for the next such fiscal yearyear (and, prepared on a monthly basis, and as soon as preparedavailable, any other budgets or revised budgets prepared by the Company; and (e) 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 President of the Company and 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 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 sosubsequent revisions thereto).