Common use of Financial Statements, Reports, Certificates Clause in Contracts

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the following to Bank: financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time. (i) as As soon as available, but in any event within thirty (30) days after the end of each calendar monthquarter, a company Borrower shall deliver to each Bank internally prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; financial statements. (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and consolidating and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to Bank; the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements. (iii) if Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods. (iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; . (ivv) promptly upon receipt Within thirty (30) days after the last day of notice thereofeach fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in damages or costs good faith with respect to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared additional information requested by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) Bank with respect to such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;reports. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payableD hereto that provides the required information that is current within one day. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (d) As soon Borrower shall provide such additional statements and information as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right may from time to time hereafter request, in form reasonably acceptable to audit Borrower’s Accounts the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default which has occurred and is continuing. Borrower may deliver not been disclosed to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2third parties, and shall not disclose such information to any department of such Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate which provides investment and the Compliance Certificate, each bearing the physical signature of the Responsible Officerstock brokerage services.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not no later than sixty twenty five (6025) days after prior to the end of each fiscal yearyear of Borrower, Borrower’s financial and an annual business projections and budget for the current year (plan including a monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directorsoperating budget; and (vii) such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; ; and (bviii) Within within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (a) Within twenty five (25) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty twenty five (3025) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (dc) As soon as possible and in any event within two three (23) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: Lenders: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no other than a qualification for a going concern comment or qualificationconcern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankRequired Lenders; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information as Bank any Lender may reasonably request from time to time; (b) Within time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings by invoice date of accounts receivable and accounts payable. , and (cii) Within thirty perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (30in accordance with GAAP) days after the last day of each month, and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Bank Lenders with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretohereto and a deferred revenue report. (di) As soon as possible prior to any Advance against the “Eligible Inventory;” and in any event within two (2ii) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. every twelve (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (612) months thereafter unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates; in each case of (x) and (y), reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerat Borrower’s expense.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating consolidating, as applicable, balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) starting with the fiscal year ending December 31, 2016, as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating consolidating, as applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) related solely to Borrower’s liquidity position or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 45 days after the end of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt (excluding any materials provided to such security holders, stockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) periodic informal clinical updates on any material developments as soon as available, but in any event not later than sixty (60) days after the end Borrower may determine or upon request of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; Bank and (vii) such budgets, sales projections, operating plans or other financial information related to Borrower’s business generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two three (23) calendar days Business Days after becoming aware of the occurrence or and existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six once a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) as soon as available, but in any event within thirty (i30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a recurring revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income cash flow statement covering Borrower’s consolidated and consolidating operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiid) if applicableas soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank; (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivf) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viig) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s Borrowers’ operations during such period prepared in accordance with GAAPperiod, including a net worth reconciliation and accounting for maintenance of minimum, state mandated capital requirements (where required), and including copies of bank account statements for any Cash held outside of Bank, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 500,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time;; (vii) within 30 days of the last day of each fiscal quarter, a report signed by Parent, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement and (viii) as soon as available, but in any event no later than December 15th of each year, a Board approved, fully-funded operating plan of Borrower for the following year, acceptable to Bank. (ba) Within thirty (30) 45 days after the last day of each monthcalendar quarter, Borrower Parent shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ci) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate (which shall certify compliance with the covenants contained herein and all state governing body rules and regulations) certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretohereto and (ii) a report of 12 month average claims ratios by state and 12 month average combined claims ratio with respect to Borrowers’ insurance policies and signed by a Responsible Officer. (db) Within 45 days after the last day of each calendar quarter, Parent shall deliver to Bank copies of all NAIC Quarterly Statements as required by each state in which Borrowers and its Subsidiaries conduct business. (c) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (d) As soon as possible and in any event within 3 calendar days after becoming aware of any Borrower having a combined claims ratio in the United States falling in a variance that is at least 10% higher than the agreed upon ratios in Borrowers’ business plan which has been submitted to and approved by Bank in writing, a written statement of a Responsible Officer presenting a plan to rectify such variance, such plan to be reasonably acceptable to Bank. (e) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six twice a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense (not to exceed $7,500 per year as long as no Event of Default has occurred and is continuing) in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. (f) Within 5 days after the last day of each month, Parent shall deliver to Bank a report of Cash held by the Insurance Company Subsidiary. (g) Within 30 days after the last day of each calendar quarter, Parent shall deliver to Bank a status report on rate increase requests pending and to be initiated. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, statement of operations, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankErnst & Young LLP; (iii) annual budget promptly after approval by Borrower’s Board of Directors, but no later than January 31 of each year during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request in writing from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) Within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six twice a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no other than for a going concern comment or qualificationqualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty thirty (6030) days after the end of each from Borrower’s fiscal yearyear end, Borrower’s financial and business projections and budget for the current year (including monthly detail)immediately following year, certified by a Responsible Officer as being approved with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) calendar days after Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. The audit cost per annum (absent an Event of Default) shall not exceed $10,000. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) (i) as soon as available, but in any event within thirty (30) 20 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. Notwithstanding the foregoing, Borrower shall deliver its audited consolidated and consolidating financial statements for 2008 no later than June 30, 2009. (b) Within thirty (30) 20 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D-1 hereto, together with an inventory report in format satisfactory to Bank and aged listings by invoice date of accounts receivable and accounts payable.. Within 20 days after the last day of each month in which EXIM Advances are outstanding, Borrower shall deliver to Bank an Export Related Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D-2 hereto, together with aged listings by payment due date of foreign accounts receivable and accounts payable, a summary report of export purchase orders and an inventory report in format satisfactory to Bank (c) Within thirty (30) 20 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (d) As soon as possible and in any event within two three (23) calendar days Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have Within 30 days of the last day of each fiscal quarter, a right from time report signed by Borrower, in form reasonably acceptable to time hereafter to audit Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Accounts and appraise Intellectual Property Collateral, at Borrower’s expenseincluding but not limited to any subsequent ownership right of Borrower in or to any Trademark, provided that such audits will be conducted no more often than every six Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (6f) months unless an Event Within 20 days after the last day of Default has occurred each month, Borrower shall deliver to Bank a monthly summary of Export Purchase Orders, and is continuingwithin 20 days after the last of each quarter, Borrower shall deliver to Bank copies of approximately ten percent (10%) of all actual Export Purchase Orders, as a sample representation of all Export Purchase Orders. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Domestic Borrowing Base Certificate, the Export Related Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating (if any) balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating (if any) financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with (if required by the Investment Agreement) an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) annual budget approved by Borrower’s Board of Directors as soon as available but in any event within 30 days after each fiscal year end during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans plans, information relating to clinical updates or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) calendar days 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six once a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount of, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankBank (provided that Borrower shall deliver to Bank audited financial statements for 2010 and 2011 not later than October 31,2012); (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end January 31 of each fiscal calendar year, Borrower’s financial and business projections and budget for the current year (including monthly detail)such year, certified by a Responsible Officer as being approved with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (ba) Within Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line, and within twenty (20) days after the last day of each monthmonth prior to the termination of the Revolving Line (and as long as Bank has any commitment to lend thereunder), Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (dc) As soon as possible and in any event within two three (23) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. , Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) within twenty (i20) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month recurring revenue report and a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty twenty-five (3025) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (iic) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiid) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ive) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more, or any commercial tort claim acquired by Borrower; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vif) as soon as available, but in any event not no later than sixty fifteen (6015) days after prior to the end beginning of each Borrower’s next fiscal year, Borrower’s financial annual operating projections (including income statements, balance sheets and business projections and budget cash flow statements presented in a monthly format) for the current year (including monthly detail)upcoming fiscal year, certified by a Responsible Officer as being approved by Borrower’s Board of Directors; in form and substance reasonably satisfactory to Bank, and (viig) such budgets, sales projections, operating plans or plans, other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver to Agent and the following to Bank: (a) Lenders: (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating consolidating, if applicable, balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank Agent and the Required Lenders and certified by a Responsible OfficerOfficer pursuant to a Compliance Certificate; (ii) as soon as available, but in any event within one hundred eighty 90 days after the end of each calendar quarter, a company prepared consolidated and consolidating, if applicable, balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible Officer; (180iii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required pursuant to the Investment Agreement) consolidated and consolidating consolidating, if applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion (which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) solely due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Bank Agent and the Required Lenders) on such financial statements of an independent certified public accounting firm reasonably acceptable to BankAgent and the Required Lenders; (iiiiv) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than the earlier of (A) 60 days after the end of each fiscal year during the term of this Agreement or (B) five days following approval by Borrower’s Board of Directors; (v) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvii) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.management

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankBank which is either unqualified or qualified for going concern due to Borrower’s projected need for additional financing; (iii) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than 45 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable (if any) and accounts payable. (db) As soon as possible and in any event within two (2) calendar days 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six twice a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering Borrower’s ’s, Parent Guarantors’ and its Subsidiaries’ consolidated operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower Borrower, Parent Guarantors and their Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is (i) for Fiscal Year 2021 consistent with the opinion given in Borrower’s audited financial statements for its Fiscal Year 2020 and (ii) for Fiscal Year 2022 and thereafter, unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower an Obligor to its security holders or to any holders of Subordinated Debt in their capacity as such and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Borrower, any Parent Guarantor or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower Borrower, any Parent Guarantor or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (v) promptly upon receipt, each management letter prepared delivered to an Obligor by Borrowersuch Obligor’s independent certified public accounting firm regarding Borrowersuch Obligor’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) within 60 days after the end of each fiscal yearyear end, BorrowerB▇▇▇▇▇▇▇’s financial and business projections and budget budget, by month, for such fiscal year, with evidence of approval thereof by B▇▇▇▇▇▇▇’s board of directors (as amended or revised from time to time by the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board board of Directorsdirectors, the “Projections”); and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Obligors in the ordinary course of business as Bank may reasonably request from time to time;; and (viii) within 30 days after each fiscal year end, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that an Obligor has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Obligors’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of an Obligor in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) 30 days after the last day of each month, Borrower B▇▇▇▇▇▇▇ shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer. (dc) As soon as possible and in any event within two (2) calendar days after Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower B▇▇▇▇▇▇▇ has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts Promptly upon, and appraise Collateralwithin any event within five Business Days after, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event becoming aware of Default has occurred and is continuingthe termination or non-renewal of any Material Contract. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower B▇▇▇▇▇▇▇ delivers this information electronically, it shall also deliver to Bank by U.S. Mailmail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, cash flow statement and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankBank which is either unqualified or qualified only for going concern, so long as in the case of the qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of such non consent to the qualified financial statements or otherwise; (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days before the beginning of the applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall provide the 2012 annual budget approved by Borrower’s Board of Directors as soon as available but not later than March 1, 2012; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two three (23) calendar Business days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower Parent shall deliver the following to Bank: (a) (i) as soon as available, but in any event within (y) thirty (30) days after the end of each calendar month, or (z) forty-five (45) days after the end of each fiscal quarter if Borrowers have consummated an initial public offering, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s Borrowers’ consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; , and (ii) upon Bank’s request, as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrowers’ consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one two hundred eighty ten (180210) days after the end of Borrower’s Borrowers’ fiscal year, beginning with Borrowers’ 2020 fiscal year, audited consolidated and consolidating financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; provided, however, for Borrowers’ 2019 fiscal year, such financial statements must be delivered to Bank in final form by no later than June 30, 2021; (iiic) if applicable, (i) copies of all statements, reports and notices sent or made available generally by any Borrower to its security holders or to any holders of Subordinated Debt; provided that such distribution is permitted by any subordination or intercreditor agreement in place with the holders of Subordinated Debt and (ii) if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; ; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that which could reasonably be expected to result in damages or costs to such Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; ; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vie) as soon as available, but in any event not later than within the earlier of (x) thirty (30) days after approval by each Borrower’s board of directors, or (y) sixty (60) days after the end of each fiscal yearyear of each Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of each Borrower, and (ii) annual financial projections for the following fiscal year as approved by each Borrower’s board of directors and by Bank in its sole but reasonable discretion, together with any related business forecasts used in the preparation of such annual financial projections; provided, however, that if Borrower has not delivered such annual operating budgets and business financial projections within thirty (30) days after the end of each fiscal year of each Borrower, Bank may request and budget for the current year Borrower shall deliver draft annual operating budgets and financial projections upon three (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors3) Business Days’ notice; and and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower . Parent shall deliver to Bank with the monthly financial statements a Borrowing Base Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed payable by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Defaultinvoice date, and the action which Borrower has taken or proposes to take with respect thereto. (e) an inventory turnover workbook. Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s Borrowers’ expense, provided that such audits will be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and and, if prepared, consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal yearyear (beginning fiscal year 2013), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualificationqualification for liquidity) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Five Hundred Thousand Dollars ($100,000500,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end January 30 of each fiscal calendar year, Borrower’s financial and business projections and budget for the current year (including monthly detail)that year, certified by a Responsible Officer as being approved with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (ba) Within thirty twenty-five (3025) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (dc) As soon as possible and in any event within two three (230) calendar days after Business Days becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and its Subsidiaries’ operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of BorrowerWPH’s fiscal year, audited consolidated and consolidating financial statements of Borrower WPH and its Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no unless such qualification is solely the result of a “going concern comment or qualificationconcern” related to insufficient access to capital and/or negative profits and Ex-Im grants a waiver allowing such statements to be qualified) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Five Hundred Thousand Dollars ($100,000500,000) or more; (v) if applicable, promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end January 31 of each fiscal calendar year, Borrower’s financial and business projections and budget for the current year (including monthly detail)immediately following year, certified by a Responsible Officer as being approved with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; ; and (bviii) Within within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (a) Within 3 days after the last day of each monthevery 2-week period, Borrower shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable for such period and a Borrowing Base Certificate for such period signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (dc) As soon as possible and in any event within two (2) calendar days after Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Bank agrees to coordinate the timing of such audits with Borrower to accommodate Borrower’s standard monthly closing procedures so long as no Event of Default has occurred and is continuing beyond any applicable cure period or waived by Bank. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event event: (i) on or prior to November 15, 2015 with respect to the fiscal year of Borrower ended December 31, 2014 and (ii) within one hundred eighty (180) days after the end of Borrower’s each fiscal yearyear of Borrower thereafter, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) an annual budget approved by Borrower’s board of directors as soon as available but not later than January 15th of each year during the term of this Agreement; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ive) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vf) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viig) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to Bank: : (a) as soon as available, but in any event within forty-five (i45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income revenue end expense statement covering Borrower’s 's consolidated operations during such period prepared period. in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerBank; (iic) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (ve) promptly upon receiptprompt notice of any material change in the composition of the Intellectual Property Collateral, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as availableincluding, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event not later other than sixty (60) days after information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the end value of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of DirectorsIntellectual Property Collateral; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; . Within twenty (b) Within thirty (3020) days after the last day of each monthmonth in which any Credit Extensions are outstanding or requested, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged --------- listings by invoice date of accounts receivable and accounts payable. receivable. Within forty-five (c) Within thirty (3045) days after the last day of each monthquarter, Borrower shall deliver to Bank with the monthly quarterly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . --------- Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, at Borrower’s 's expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing." 12. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank The Loan Agreement shall be entitled to rely on amended by deleting the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly following financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.covenant appearing as Section 6.12:

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: Lenders: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement and consolidating balance sheet and income cash flow statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by Borrower’s president, chief executive officer, treasurer or chief financial officer (each, a “Responsible Officer”); (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to BankLenders; and (iiic) if applicableas soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lenders may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Lenders (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt holders; and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivii) promptly upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any Subsidiary action, proceeding or governmental investigation involving Borrower is commenced that could is reasonably expected to result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail250,000), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPGAAP (subject to normal year-end adjustments and without all required footnotes), in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal yearyear (commencing with the fiscal year ending December 31, 2013), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no except for a going concern comment or qualificationqualification related solely the need to raise additional equity capital due to Borrower not having sufficient cash to support 12 months of operations) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty forty-five (6045) days after the end last day of each fiscal year, Borrower’s financial and business projections and budget for the current immediately following fiscal year (including monthly with quarterly detail), certified by a Responsible Officer as being approved with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable[Reserved]. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty twenty (3020) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer and a report of orders and backlogs; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end no later than August 31 of Borrower’s fiscal each year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;, including, as soon as available, but any event no later than forty five (45) days prior to the end of Borrower’s fiscal year, annual financial projections approved by Borrower’s board of directors. (ba) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable; provided however if the outstanding amount of Advances is greater than Two Million Five Hundred Thousand Dollars ($2,500,000), the Borrowing Base Certificate and aged listings by invoice date of accounts receivable and accounts payable shall be delivered no later than the fifteenth (15th) and thirtieth (30th) days of each month. (cb) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (dc) As soon as possible and in any event within two three (23) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following or cause to be delivered to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering Borrower’s and its consolidated Subsidiaries’ and Silverback Enterprise’s and its consolidated Subsidiaries’ operations during such period period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year, audited company prepared consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied; (iii) as soon as available, but in any event within one hundred fifty (150) days after the end of Silverback Enterprise’s fiscal year, audited consolidated financial statements of Silverback Enterprise prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiiv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to Borrower Borrower, any Subsidiary or any Subsidiary Guarantor of One Hundred Thousand Dollars ($100,000) or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vivii) as soon as available, but in any event not later than sixty (60) days after the end December 31 of each fiscal year, BorrowerSilverback Enterprise’s financial and business projections and budget for the current year immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback Enterprise’s board of directors; (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viiviii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;; and (ix) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (ba) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable, which shall be certified by a Responsible Officer. (cb) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (dc) As soon as possible and in any event within two Within three (23) calendar days Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate intellectual property report and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering Borrower’s Borrowers’ operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s Borrowers’ fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrowers’ investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) company prepared annual budget as soon as available but not later than January 31 of each calendar year during the term hereof and the annual budget approved by Borrowers’ Board of Directors, which shall not materially deviate from such company prepared annual budget, as soon as available but not later than February 28 of each calendar year during the term hereof; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower Parent shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has Borrowers have taken or proposes propose to take with respect thereto. (ec) Bank (through any of its officers, employees or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during each Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six twice a year (6) months unless an Event of Default has occurred and is continuing), to inspect each Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrowers’ expense in order to verify such Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower Parent may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information intimation contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information Parent shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within (x) thirty (30) days after the end of each calendar month, and (y) forty-five (45) days after the end of each calendar quarter, a company prepared consolidated (and, if and consolidating when Borrower creates or acquires any Subsidiaries, consolidating) balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited consolidated (and, if and consolidating when Borrower creates or acquires any Subsidiaries, consolidating) financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualificationqualified only based upon a lack of twelve (12) months’ cash) or otherwise consented to in writing by Bank on such financial statements of an PriceWaterhouse Coopers or such other independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receiptreceipt in final form, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end January 31 of each fiscal calendar year, Borrower’s financial and business projections and budget for the current year (including monthly detail)such year, certified by a Responsible Officer as being approved with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (ba) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) calendar days after Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPGAAP (except as set forth in the proviso below), in a form reasonably acceptable to Bank and certified by a Responsible Officer, provided, that prior to completion of Borrower’s initial audit, such monthly financials need not include consolidating statements and shall be prepared in accordance with accounting practices and principles consistent with prior statements and those used in the preparation of financial statements delivered to Bank prior to the Closing Date; (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s each fiscal yearyear of Borrower (other than fiscal years 2007 and 2008), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available, but in any event, prior to June 30, 2009 (unless the Audit Extension Period has commenced), Borrower’s audited consolidated and consolidating financial statements for fiscal years 2007 and 2008, prepared in accordance with GAAP, consistently applied, together with (1) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank, and (2) a schedule highlighting and explaining, in reasonable detail, differences and variances between such audited financial statements and the company prepared financial statements previously delivered to Bank; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;; (viii) as soon as available, but in any event not later than January 31 of each year, Borrower’s financial and business projections and operating budget for the current fiscal year, in form and substance satisfactory to Bank, with evidence of approval thereof by Borrower’s Board of Directors; (ix) as soon as available, complete copies of all account statements for any deposit and securities accounts maintained outside of Bank covering any period during which Advances are outstanding; (x) Borrower’s federal tax return for 2007 within thirty (30) days of filing; and (xi) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (ba) Within thirty (30) days after the last day of each monthReporting Date, Borrower shall deliver to Bank Bank, a Borrowing Base Compliance Certificate certified as of the last day of such month or quarter, as applicable, and signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payableincluding supporting detail demonstrating covenant compliance. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two three (23) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral (which shall be at Borrower’s expenseexpense only if conducted after the occurrence of an Event of Default), provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly or quarterly (as applicable) financial statements, the Borrowing Base Certificate intellectual property report, and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer (except that monthly financial statements may omit substantially all footnotes that would normally be required to be included in GAAP financial statements); (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than 15 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with (i) aged listings by invoice date of accounts receivable and accounts payablepayable and (ii) a Churn report. (cb) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (dc) As soon as possible and in any event within two (2) calendar days 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six once a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Notwithstanding the above, until Borrower requests its initial Credit Extension, a Collateral Audit shall not be required under this Section 6.2(d). Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, cash flow statement and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankBank which is either unqualified or qualified only for going concern, so long as in the case of the qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of such non consent to the qualified financial statements or otherwise; provided however, that the audited consolidated and consolidating financial statements of Borrower for fiscal years 2011 and 2012 shall be delivered to Bank on or before July 1, 2013, (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days before the beginning of the applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall provide the 2012 annual budget approved by Borrower’s Board of Directors as soon as available but not later than March 1, 2012; (iiiiv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Such Borrower shall deliver the following or cause to be delivered to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering such Borrower’s and its Subsidiaries’ operations during such period period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of BorrowerSilverback’s fiscal year, audited consolidated and consolidating financial statements of Borrower Silverback and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower such Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to Borrower such Borrower, any Subsidiary or any Subsidiary Guarantor of One Hundred Thousand Dollars ($100,000100,000.00) or more; (v) promptly upon receipt, each management letter prepared by such Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end December 31 of each fiscal year, BorrowerSilverback’s financial and business projections and budget for the current year (including monthly detail)immediately following year, certified which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by a Responsible Officer as being approved by BorrowerSilverback’s Board board of Directorsdirectors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably request from time to time;; and (viii) within thirty (30) days of the last day of each fiscal quarter, a report signed by such Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that such Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in such Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement. (a) Within thirty (30) days after the last day of each month, Visionael and Power Steering shall deliver to Bank aged listings by invoice date of their respective accounts receivable and accounts payable, which shall be certified by a Responsible Officer of such Borrower. (b) Within thirty (30) days after the last day of each month, Borrower Borrowers shall deliver or cause to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall be deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer of Silverback in substantially the form of Exhibit D hereto. (dc) As soon as possible and in any event within two Within three (23) calendar days Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Borrowers setting forth details of the Event of Default, and the action which Borrower has Borrowers have taken or proposes propose to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s Borrowers’ expense, provided that such audits will be conducted no more often than one every six twelve (612) months months, unless an Event of Default has occurred and is continuing. Borrower Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If any Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate intellectual property report, and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Each Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering such Borrower’s 's operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of such Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of such Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against such Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 50,000 or moremore in excess of insurance coverage; (v) promptly upon receipt, each management letter prepared by such Borrower’s 's independent certified public accounting firm regarding such Borrower’s 's management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably request from time to time;; and (vii) within 30 days of the last day of each fiscal quarter, a report signed by each Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that each Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower's Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrowers in connection with this Agreement. (ba) Within thirty (30) 30 days after the last day of each month, Administrative Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) 30 days after the last day of each month, Administrative Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (dc) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which the applicable Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Borrowers' Accounts and appraise Collateral, Collateral at Borrower’s Borrowers' expense, provided that such audits or appraisals will be conducted no more often than once every six (6) 6 months and the reimbursable expense shall be limited to $3,000 per audit or appraisal unless an Event of Default has occurred and is continuing, in which case the frequency of such audits shall not be limited and shall be at Borrower's expense. (e) On the later to occur of (i) December 31st of each year or (ii) the date the board approves the income statement and balance sheet projects for such fiscal year, Administrative Borrower shall deliver to Bank board approved income statement and balance sheet projections for each Borrower's following fiscal year. Borrower Any board approved changes to such projections shall be delivered to Bank within 30 days of such board approval. Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If any Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf or.pdf file within five (5) 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement (for months that are the last month of a fiscal quarter) covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAPGAAP (except for the absence of footnotes and subject to year-end audit adjustments), consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an PricewaterhouseCoopers LLP or another independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made WEST\291919990.7 available generally by Borrower to its security holders or to any holders of Subordinated Debt and in their capacities as such and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Five Hundred Thousand Dollars ($100,000500,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vie) as soon as availablemade available to Borrower’s board of directors, but in any event not later than sixty (60) days after the end by March 15 of each fiscal year, Borrower’s financial (i) annual operating budgets (including income statements, balance sheets and business projections and budget cash flow statements, by quarter) for the current upcoming fiscal year (including monthly detail), certified by a Responsible Officer of Borrower as being approved by Borrower’s Board board of Directorsdirectors, and (ii) annual financial projections for the (x) current fiscal year as approved by Borrower’s board of directors and (y) following fiscal year as reviewed by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; . Notwithstanding the foregoing, financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section 6.3 (bi) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Bank receives such reports from the Borrower through electronic mail and (ii) shall be deemed to be delivered on the date such documents are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System. Within thirty forty-five (3045) days after the last day of each monthfiscal quarter, Borrower shall deliver to Bank a Borrowing Base certificate signed by a Responsible Officer providing aged listings of accounts receivable and accounts payable, and a KPI Report. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter hereafter, upon reasonable prior notice, from time to time during Borrower’s usual business hours, to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthquarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s 's operations during such period prepared in accordance period, together with GAAPForms 10-Q filed with the Securities and Exchange Commission, each in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, together with copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iviii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Million Dollars ($100,0001,000,000) or more; (viv) promptly upon receipt, each management letter prepared by Borrower’s 's independent certified public accounting firm regarding Borrower’s 's management control systems; and (viv) as soon as availablepossible, but and in any event not later than sixty (60) 30 days after the end of each fiscal yearyear of Borrower, Borrower’s financial 's annual budget, sales projections, and business projections and budget operating plans for the current year (including monthly detail)fiscal year, certified by which budget, projections and plans shall be in a Responsible Officer as being approved by Borrower’s Board of Directors; form reasonably acceptable to Bank and (vii) such any other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (ba) Within thirty (30) So long as there are any outstandings under the Revolving Line, within 25 days after the last day of each monthcalendar quarter, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of domestic accounts receivable and accounts payable. , listings of all Bank approved domestic standby letters of credit and the Borrower's domestic cash position as of such month's end and (cii) Within thirty (30) within 25 days after the last day of each monthcalendar quarter thereafter, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified (including the Borrower's domestic cash position and consolidated cash position as of the last day of the applicable month and signed by a Responsible Officer such month's end) in substantially the form of Exhibit D E hereto. (db) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) At any time that the aggregate amount of Advances (including both U.S. Dollar Advances and Alternative Currency Advances) outstanding under the Revolving Line exceeds $7,500,00, Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, Collateral at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months 6 months, unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.” 5. The last sentence of Section 6.3 is amended and restated to read in its entirety as follows: “Borrower shall promptly notify Bank of all returns and recoveries and of all disputes and claims involving more than $2,500,000.” 6. Section 6.6 of the Agreement is amended and restated to read in its entirety as follows:

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) within thirty (i30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a deferred revenue listing; (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each quarter, a Borrower prepared consolidated and consolidating balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank; provided, however, that the filing of such financial statements with the Securities and Exchange Commission through E▇▇▇▇ will satisfy Borrower’s delivery obligations hereunder upon notice to Bank and certified by a Responsible Officerof such filings; (iid) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; provided, however that the filing of such financial statements and opinion of an independent certified public accounting firm with the Securities and Exchange Commission through E▇▇▇▇ will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (iiie) if applicableunless complete copies of the following are not available on E▇▇▇▇, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (ivf) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; (vg) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) within 30 days after following the end of each fiscal yearmonth, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board copies of Directorsall bank statements with respect to all accounts of Borrower or any Subsidiary maintained outside of Bank; and (viih) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably request from time to time; (b) Within thirty (30) days after . For the last day avoidance of each monthdoubt, Borrower shall deliver all information disclosed by Borrower, or any of its Subsidiaries, to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.26.3, and Bank shall be entitled to rely on the information contained in the electronic files, provided that kept confidential by Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officeraccordance with Section 12.9.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank:Collateral Audits. (a) Borrower shall deliver to Bank: (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating consolidating, as applicable, balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited consolidated and consolidating consolidating, as applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) related solely to Borrower’s liquidity position, or otherwise consented to in writing by Bank on such financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; provided that, for Borrower’s 2019 fiscal year, Borrower need provide only Borrower-prepared financial statements; (iii) an annual budget approved by Borrower’s board of directors as soon as available but not later than 60 days after the beginning of each fiscal year during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vivii) periodic informal clinical updates on any material developments as soon as available, but in any event not later than sixty (60) days after Borrower may determine appropriate or upon the end request of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of DirectorsBank; and (viiviii) such budgets, sales projections, operating plans plans, or other financial information related to Borrower’s business as Bank may reasonably request from time to time;. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements described in Section 6.2(a)(i) above a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (dc) As soon as possible and in any event within two (2) calendar days 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six once a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating (if prepared) balance sheet and income profits and loss statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year, audited consolidated and consolidating (if prepared) financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going going-concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; provided, however, notwithstanding the foregoing, such financial statements may include a going-concern comment or qualification with respect to Borrower’s liquidity for (x) Borrower’s 2018 and 2019 fiscal years, and (y) if otherwise permitted by Bank via an email confirmation in its reasonable discretion; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt (excluding any materials provided to such security holders, stockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Five Hundred Thousand Dollars ($100,000500,000.00) or more; (v) promptly upon receiptas soon as available, but in any event within thirty (30) days after the end of each management letter prepared by calendar month, copies of Borrower’s independent certified public accounting firm regarding Borrower’s management control systemsbank statements; (vi) as soon as available, but in any event not later than sixty the earlier of (60y) thirty (30) days after the end of each fiscal yearyear and (z) seven (7) days after being approved by Borrower’s board of directors, Borrower’s financial and business projections and budget for the then current year (including monthly detail)year, certified by a Responsible Officer as being which have been approved by Borrower’s Board board of Directorsdirectors and deemed acceptable to Bank; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two three (23) calendar days Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank shall have a right right, upon reasonable prior notice, from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuingcontinuing and with no less than fifteen (15) days notice of such audit request. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrowers will deliver to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet sheets, income statements and income statement statements of cash flows covering Borrower’s Kanbay's consolidated operations during such period prepared in accordance with GAAPthe period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) no later than 90 days after the end of Borrower’s Kanbay's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicablewithin 5 days after any Members, Managers or Board of Directors meeting, copies of all statementsmaterials, reports and notices sent packages submitted to the members, managers or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissiondirectors; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or or, to Borrower's knowledge, threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; (v) promptly upon receiptprompt notice of any material change in the composition of the Intellectual Property, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systemsincluding any subsequent ownership right of any Borrower in or to any Copyright, Patent or Trademark or knowledge of an event that materially adversely affects the value of the Intellectual Property; (vi) as soon as availablebudgets, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgetsbooking/backlog reports, sales projections, operating plans or other financial information Bank reasonably requests; and (vii) as soon as available, but no later than 90 days after the end of Kanbay's fiscal year a company prepared balance sheet, income statement and statement of cash flows for each Foreign Borrower covering such Foreign Borrower's operations during the fiscal year, in a form reasonably acceptable to Bank may reasonably request from time to time;and certified by a Responsible Officer. (b) Within thirty (30) 20 days after the last day of each monthmonth during which any Credit Extension is outstanding, Borrower shall Borrowers will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoC, together with aged listings by invoice date of Kanbay Inc.'s accounts receivable and accounts payable. (c) Within thirty (30) 30 days after the last day of each month, Borrower shall Borrowers will deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D. (d) Within 90 days after the end of Kanbay's fiscal year, Borrowers will deliver to Bank with the audited financial statements, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes CPA Management Letter to take with respect theretobe requested by Kanbay. (e) Bank shall have a has the right from time to time hereafter to audit Borrower’s Kanbay Inc.'s Accounts and appraise Collateral, at Borrower’s Borrowers' expense, provided that such but the audits will be conducted no more often than twice every six (6) 12 months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall The first such audit will be entitled to rely on conducted within 45 days after the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerinitial Credit Extension.

Financial Statements, Reports, Certificates. Borrower shall The Company will deliver the following to Bank: (a) : (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company Company prepared consolidated and consolidating balance sheet and income statement covering BorrowerCompany’s consolidated operations during such period prepared in accordance with GAAPthe period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end of BorrowerCompany’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicablewithin ten (10) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and K, 10-Q and 8K filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000.00) or more; (v) promptly upon receiptprompt notice of any material change in the composition of the Intellectual Property, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systemsincluding any subsequent ownership right of any Borrower in or to any Copyright, Patent or Trademark not shown in any intellectual property security agreement between any Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such previously prepared budgets, sales projectionsprojections operating plans, operating plans or and other financial information as Bank may reasonably request requests from time to time; (b) . Within thirty (30) days after the last day of each month, Borrower shall the Company will deliver to Bank a consolidated Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoEXHIBIT C, together with and an aged listings by invoice date of accounts receivable and accounts payable. (c) for each Borrower. Within thirty (30) days after the last day of each month, Borrower shall the Company will deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of EXHIBIT D. Bank has the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Borrowers’ Accounts and appraise Collateralat Borrowers’ expense at any time that Advances or Letters of Credit are outstanding, at Borrower’s expense, provided that such but the audits will be conducted no more often than once every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows, prepared in accordance with GAAP, consistently applied, covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not no later than sixty (60) days after the end January 31 of each fiscal year, board approved annual financial projections (which projections shall include monthly balance sheets, monthly income statements and monthly cash flow statements and be in form reasonably acceptable to Bank) for the then current or next fiscal year of Borrower, as applicable (any board approved changes to Borrower’s financial and business projections and budget for shall be reported to Bank within 30 days of the current year (including monthly detaildate of any such approval), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;; and (vii) upon Bank’s request, within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. (ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (c) Within 30 days after the last day of each month, Borrower shall deliver to Bank a customer bookings report, in form and substance acceptable to Bank, detailing such month’s customer bookings. (d) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six 6 months (6not including the initial audit) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared by a United States certified public accounting firm in accordance with United States GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 31 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six twice a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; (ve) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) at least 30 days after before the end beginning of each fiscal year, a Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors-prepared operating budget; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) . At any time that an Advance is outstanding or that the Growth Capital Advances are amortizing, within 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared unaudited consolidated and consolidating balance sheet and sheet, income statement, statement covering Borrower’s operations during such period of cash flows, prepared in accordance with GAAPGAAP (except for the absence of footnotes and subject to year-end adjustments) accompanied by a report detailing any material contingencies and detailing returns of Borrower’s products or services during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited (or such other level as is required by Borrower’s board of directors) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is either unqualified (including no or qualified only for going concern comment or qualification) so long as Borrower’s investors commit to provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bankstatements; (iii) within five (5) business days of approval thereof, but in any event no later than sixty (60) days following the end of each fiscal year, of an annual budget and business plan; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 500,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vivii) promptly following any such change, notice that Borrower has changed its practice of recognizing revenue from product sales as soon as available, but in any event not later than sixty (60) days after of the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directorsshipment date; and (viiviii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with (i) detailed aged listings by invoice date of accounts receivable and accounts payable and (ii) a Net Revenue Report, each in form and substance reasonably satisfactory to Bank. (db) As soon as possible Promptly and in any event within two five (25) calendar days Business Days after becoming aware of the occurrence or existence and continuance of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six once a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. (d) Within thirty (30) days after the end of each month, Borrower shall deliver to Bank a Borrowing Base Certificate calculated as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating (if applicable) balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 270 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, or qualified only for going concern comment or qualification) due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 15 of each year during the term hereof; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 500,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s 's consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankBank (or an opinion qualified for going concern so long as Borrower's investors provide additional equity as needed); (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or or, to Borrower's knowledge, threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Two Hundred Thousand Dollars ($100,000200,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vie) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end beginning of each fiscal yearyear of Borrower, Borrower’s financial (i) annual operating budgets (including income statements, balance sheets and business projections and budget cash flow statements, by month) for the current upcoming fiscal year of Borrower, and (including monthly detail), certified by a Responsible Officer ii) annual financial projections for the following fiscal year as being approved by Borrower’s Board 's board of Directorsdirectors, together with any related business forecasts used in the preparation of such annual financial projections; and (viif) such budgets, sales projections, operating plans or other financial information of Borrower and/or its Subsidiaries as Bank may reasonably request from time to time; (b) . Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and set forth in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, Collateral at Borrower’s 's expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vie) as soon as available, but in any event not later than sixty within forty-five (6045) days after the end of each fiscal yearyear of Borrower, Borrower’s financial (i) annual operating budgets (including income statements, balance sheets and business projections and budget cash flow statements, by month) for the current upcoming fiscal year of Borrower, and (including monthly detail), certified by a Responsible Officer ii) annual financial projections for the following fiscal year as being approved by Borrower’s Board board of Directorsdirectors, together with any related business forecasts used in the preparation of such annual financial projections; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months once per year unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company company-prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no except with respect to a going concern comment or qualificationclause specifying the need for future equity financings) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; (viv) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (viv) as soon as available, but in any event not later than sixty (60) days after the end February 15 of each fiscal calendar year, Borrower’s financial and business projections and budget budget, presented in a month-by-month format, for the current year (including monthly detail)such year, certified with written certification signed by a Responsible Officer as being approved of approval thereof by Borrower’s Board board of Directorsdirectors; and (viivi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;; and (vii) within the time periods prescribed by Section 6.8(b), a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Patents, Copyrights or Trademarks, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not previously identified to Bank. (b) Within thirty (30) days after the last day end of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by company-prepared report of Borrower’s recurring revenue for such month in a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payablereasonably satisfactory to Bank. (c) Within thirty (30) days after the last day end of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of duly completed Borrowing Base Certificate signed by a Responsible Officer setting forth details on the Non-Formula Sublimit Maturity Date and within thirty (30) days after the end of each month with the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. monthly financial statements; Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of after submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank each and all of the following to Bank: financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) as As soon as available, but in any event within thirty fifteen (3015) days after the end of each calendar month, a company Borrower shall deliver to Bank internally prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; financial statements. (ii) Beginning with the fiscal year ending December 31, 2004, as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, Borrower shall deliver to Bank audited CPA prepared consolidated and consolidating and, upon request of Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of that is unqualified or qualified in a manner acceptable to Bank from an independent certified public accounting firm reasonably acceptable to Bank; . After the occurrence of an Event of Default, Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements. (iii) if Within fifteen (15) days after the last day of each fiscal quarter, Borrower shall deliver to Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice, conducted by PriceWaterhouseCoopers, LLP, or such other accounting firm of national standing selected by Borrower as is acceptable to Bank. (iv) If applicable, Borrower shall deliver to Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; . (ivv) promptly Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary that that, in the reasonable opinion of Borrower, could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;. (b) Within thirty fifteen (3015) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payableD hereto that provides the required information that is current within one day. (c) Within thirty fifteen (3015) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (d) As soon Borrower shall provide such additional statements and information as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right may from time to time hereafter request, in form reasonably acceptable to audit Borrower’s Accounts Bank. Bank shall keep such information confidential which is marked “Confidential” and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default which has occurred and is continuing. Borrower may deliver not been disclosed to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2third parties, and shall not disclose such information to any department of Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate which provides investment and the Compliance Certificate, each bearing the physical signature of the Responsible Officerstock brokerage services.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to BankLender: (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s fiscal quarter, unaudited consolidated balance sheets, income statements and statements of cash flows covering each Loan Party and its Subsidiaries’ operations during such period period, prepared in accordance with GAAP, in a form reasonably acceptable to Bank and Lender, certified by a Responsible OfficerOfficer and accompanied by an executed Compliance Certificate in the form attached hereto as Exhibit C; and (ii) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements (including balance sheets, income statements and statements of cash flows) of Borrower and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; Lender. (iiib) At any time a Loan is outstanding hereunder (but only if applicablea Loan is outstanding), copies of all statements, reports and notices sent or made available generally by Borrower shall deliver to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed Lender: (i) commencing with the Securities borrowing of the initial Loan (or if such initial Loan has been repaid prior to the borrowing of any Loan, the borrowing of such Loan thereafter), on the Thursday of the immediately succeeding calendar week following such borrowing and Exchange Commission; on the first Thursday of every month thereafter, a 13-Week Projection (ivit being agreed that if there are multiple borrowings outstanding at any time, the obligation to deliver the 13-Week Projection shall commence from the earliest to occur of such borrowings); (ii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower such Loan Party or any Subsidiary that thereof that, if adversely resolved, could result in damages a Material Adverse Effect; and (iii) such sales projections, operating plans or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter other financial information generally prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; Borrower in the ordinary course of business as Lender may reasonably request from time to time. (vic) as As soon as available, but in any event not later than sixty (60) days after the end January 15 of each fiscal calendar year, Borrowereach Loan Party’s financial and business projections and budget on a monthly basis for the current year (including monthly detail)such year, certified with evidence of approval thereof by a Responsible Officer as being approved by Borrowereach Loan Party’s Board of Directors; and Directors (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time Loan Party shall deliver Board of Directors approved revisions to time; such projections within fifteen (b) Within thirty (3015) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretosuch approval thereof). (d) As soon as possible and in any event within two (2) calendar days after Borrower shall deliver notice to Lender promptly upon becoming aware of the occurrence or existence of an a Default or Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower will deliver to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such the period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within one hundred eighty (180) no later than 30 days after the end last day of each quarter, a company prepared consolidating balance sheet covering Borrower’s operations during such period and certified by a Responsible Officer and otherwise in a form acceptable to Bank; (iii) as soon as available, but no later than 120 days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change; (viv) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requests; and (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to time;any copyright, patent or trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property. (b) Within thirty (30) 20 days after the last day of each monthmonth when any Credit Extensions are outstanding or at the time of request for a Credit Extension when no other Credit Extensions are then outstanding, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoC, together with aged listings (by invoice date date) of accounts receivable and accounts payable. (c) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.D. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such . Such audits will be conducted no more often than every six (6) months 6 months, unless an Event of Default or an event which, with notice or passage of time or both would constitute an Event of Default, has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver Provide to each Agent all of the following following, in form and detail satisfactory to BankAgents: (a) (i) as soon as available, but in any event within thirty (30) days after upon the end earlier of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which date that is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) 90 days after the end of each fiscal year of Borrowers or the date such information is filed with the SEC, the consolidated balance sheets of US Borrower and its Subsidiaries as at the end of such fiscal year, Borrower’s financial and business projections the related consolidated statements of income or operations, changes in stockholders’ equity, and budget cash flows for such fiscal year, setting forth in each case in comparative form the figures for the current year previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing acceptable to Agents, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and also accompanied by internally prepared, unaudited consolidating financial statements (including monthly detailcovering the matters described above, but excluding statements of cash flow and changes in stockholders’ equity), all such consolidating statements to be certified by a Responsible Officer as being approved by Borrower’s Board of Directors; each Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrowers and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to timetheir Subsidiaries; (b) Within thirty (30) within 30 days after the last day end of each month (or 45 days of a month that is a fiscal quarter end), a consolidated and consolidating balance sheet of US Borrower and its Subsidiaries as at the end of such month, Borrower shall deliver and the related consolidated and consolidating statements of income or operations, consolidated statements of changes in stockholders’ equity and cash flows for such month, such consolidated statements to Bank a Borrowing Base Certificate signed be certified by a Responsible Officer of each Borrower as fairly presenting the financial condition, results of operations, stockholders’ equity and cash flows of Borrowers and their Subsidiaries in substantially accordance with GAAP, subject only to normal year-end audit adjustments and the form absence of Exhibit C hereto, together with aged listings footnotes and such consolidating statements to be certified by invoice date a Responsible Officer of accounts receivable each Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrowers and accounts payable.their Subsidiaries; (c) Within thirty (30) upon the earlier of the date that is 45 days after the last day end of each month, Borrower shall deliver to Bank of the first three fiscal quarters of each fiscal year of Borrowers or the date such information is filed with the monthly financial SEC, a consolidated and consolidating balance sheet of US Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements a Compliance Certificate certified as of income or operations, consolidated statements of changes in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of Borrowers’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the last day previous fiscal year and the corresponding portion of the applicable month and signed previous fiscal year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of each Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Borrowers and their Subsidiaries in substantially accordance with GAAP, subject only to normal year-end audit adjustments and the form absence of Exhibit D hereto.footnotes and such consolidating statements to be certified by a Responsible Officer of each Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrowers and their Subsidiaries; (d) As soon contemporaneously with each monthly, quarterly and annual financial statement of Borrowers required by Section 5.1(a), (b) and (c), a duly completed Compliance Certificate signed by an appropriate Responsible Officer of each Borrower, including, with respect to quarterly financial statements, a certified calculation of Average Daily Net Availability; (e) promptly after the furnishing thereof, copies of any statement or report furnished to the trustee or agent, as possible applicable, on behalf of any holder of debt securities of any Borrower or of any of its Domestic Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to Agents and Lenders pursuant to this Agreement; (f) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of any Borrower, and copies of all annual, regular, periodic and special reports and registration statements which any US Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to Agents pursuant hereto; Documents required to be delivered pursuant to this Section 5.1(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which a Borrower posts such documents, or provides a link thereto or other direction as to where such information is posted (provided, that such Borrower gives written notice to Agents of such posting on such date, which notice may be receipt of an automatically generated email link); or (ii) on which such documents are posted on such Borrower’s behalf on an Internet or intranet website, if any, to which Agents and Lenders have access; provided that Borrowers shall deliver paper copies of such documents to Agents upon request. (g) promptly, and in any event within two 5 Business Days after receipt thereof by any Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (2or comparable agency in any applicable non-U.S. jurisdiction) calendar concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Borrower or any Subsidiary thereof; and (h) As soon as practicable and in any event no later than ninety (90) days after becoming aware the beginning of each fiscal year, a consolidated plan and financial forecast for such fiscal year and each fiscal year (or portion thereof) through the final maturity date of the occurrence or existence Loans (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of an Event income and cash flows of Default hereunderUS Borrower and its Subsidiaries for each such fiscal year, a written statement together with pro forma calculations of a Responsible Officer setting forth details financial covenants showing compliance therewith for each such fiscal year and the assumptions on which such forecasts are based, (ii) forecasted consolidated statements of income and cash flows of US Borrower and its Subsidiaries for each quarter of such fiscal year and (iii) forecasts demonstrating adequate liquidity through the final maturity date of the Event Loans without giving effect to any additional debt or equity offerings not reflected in the Projections, together, in each case, with an explanation of Default, the assumptions on which such forecasts are based all in form and substance reasonably satisfactory to the action which Borrower has taken or proposes to take with respect thereto.Agent; (ei) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower other information as any Agent may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerreasonably request.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Company will deliver to Bank: (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering BorrowerCompany’s consolidated operations during such the period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within one hundred eighty no later than ninety (18090) days after the end last day of BorrowerCompany’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicableas soon as available, copies but no later than ninety (90) days after the last day of all statementsCompany’s fiscal year, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms the Company’s 10-K and 10-Q filed with the Securities and Exchange Commissionfiling; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 500,000 or more; and (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requests; and (vi) during the Non-Formula Period only, prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of any Borrower in or to time;any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrowers and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property. Bank agrees that information received by Bank pursuant to this Section will be subject to the provisions of Section 12.8 of this Agreement. (b) Within thirty (30) days after the last day of each month, Borrower shall Company will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer of Company in substantially the form of Exhibit C heretoC, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall Company will deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer of Company in substantially the form of Exhibit D hereto.D. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Borrowers’ Collateral at Borrower’s expense, provided that such . Such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower will deliver to Bank: (i) as soon as available, but in any event within not later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such the period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viiiv) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;requests. (b) Within thirty twenty (3020) days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.D. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such . Such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such the period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within no later than one hundred eighty (180) days after the end last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000.00) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (viiv) as soon as available, but in any event not no later than sixty forty-five (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (3045) days after the last day of each monthBorrower’s fiscal year end, annual financial projections; (v) other financial information reasonably requested by Bank; and (vi) so long as the Intellectual Property is Collateral, prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower shall deliver in or to any copyright, patent or trademark not shown in any intellectual property security agreement between Borrower and Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially or knowledge of an event that materially adversely affects the form value of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payablethe Intellectual Property. (cb) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly and annual financial statements a AR Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.B. (dc) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) shall allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless expense if an Event of Default has occurred and is continuing. Borrower may deliver The audit fee will be $750 per day. (d) Upon Bank’s request, provide a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and include the reasons for the delay. (e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form reasonably acceptable to Bank. (f) Provide Bank on an electronic basis any certificateswith, reports or information required pursuant as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form reasonably acceptable to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.Bank

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to Bank: : (a) as soon as available, but in any event within forty-five (i45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated revenue and consolidating balance sheet and income expense statement covering Borrower’s 's consolidated operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible OfficerBank; (iic) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice (thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (ve) promptly upon receiptprompt notice of any material change in the composition of the Intellectual Property Collateral, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as availableincluding, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event not later other than sixty (60) days after information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the end value of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of DirectorsIntellectual Property Collateral; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; . Within twenty (b) Within thirty (3020) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, --------- together with aged listings by invoice date of accounts receivable and accounts payable. receivable. Within forty-five (c) Within thirty (3045) days after the last fast day of each monthquarter, Borrower shall deliver to Bank with the monthly quarterly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . --------- Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, ." and Bank shall be entitled to rely on inserting in lieu thereof the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.following:

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) (i) as soon as available, but in any event case within thirty ten (3010) days after the end of each calendar month, a company prepared consolidated an updated capital table (including the dates and consolidating balance sheet and income statement covering Borrower’s operations amounts of any capital raised from the market during such period prepared in accordance with GAAPthe trailing three (3) month period), in a form and substance reasonably acceptable satisfactory to Bank and certified by a Responsible Officer; Bank; (iib) as soon as available, but in any event case within one hundred eighty forty-five (18045) days after the end of each fiscal quarter, other than the quarter ending December 31st, and with each request for an Advance with respect to (iii), below, (i) an internally prepared quarterly financial statement for Borrower (including a balance sheet and income, and cash flow statements, prepared in accordance with GAAP), respectively, certified by a Responsible Officer, (ii) a Compliance Certificate signed by a Responsible Officer , (iii) a Borrowing Base Certificate signed by a Responsible Officer and (iv) Borrower’s latest Quarterly Report on Form 10-Q filed with the SEC; (c) as soon as available, but in any case within ninety (90) days after the last day of each fiscal year, (i) audited consolidated and consolidating financial statements of Borrower prepared in accordance with US GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; , (ii) a Compliance Certificate signed by a Responsible Officer, (iii) a Borrowing Base Certificate signed by a Responsible Officer and (iv) Borrower’s latest Annual Report on Form 10-K filed with the SEC; (d) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; Debt; (ive) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Ten Million Dollars ($100,00010,000,000) or more; and (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars Dollars($100,000) individually or Two Hundred Fifty Thousand ($100,000250,000) in the aggregate or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vie) as soon as available, but in any event not later than sixty within thirty (6030) days after the end of each fiscal yearyear of Borrower, Borrower’s financial (i) annual operating budgets (including income statements, balance sheets and business projections and budget cash flow statements, by month) for the current upcoming fiscal year (including monthly detail)of Borrower, certified by a Responsible Officer as being approved by Borrower’s Board board of Directorsdirectors, and (ii) annual financial projections for the following fiscal year, together with any related business forecasts used in the preparation of such annual financial projections; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly financial statements a Borrowing Base Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months once per year unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: Lender: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement and consolidating balance sheet and income cash flow statement covering Borrower’s 's operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by Borrower's president, treasurer, director of finance or chief financial officer (each, a "Responsible Officer"); (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to BankLender; and (iiic) if applicableas soon as available, but in any event within ninety (90) days after the end of Borrower's fiscal year or the date of Borrower's board of directors' adoption, Borrower's operating budget and plan for the next fiscal year; and (d) such other financial information as Lender may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower's Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower's Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt holders; and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivii) promptly upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any Subsidiary action, proceeding or governmental investigation involving Borrower is commenced that could is reasonably expected to result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) within 30 days after the end of each Borrower’s fiscal year, Borrower’s financial operating budgets, annual budgets and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directorsforecasts; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within (x) forty-five (45) days after the end of each calendar quarter, commencing with the quarter ending September 30, 2018, a company-prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (except for the lack of footnotes and being subject to year-end audit adjustments), consistently applied, in a form acceptable to Bank and certified by a Responsible Officer and (y) thirty (30) days after the end of each calendar month, commencing with the month ending January 31, 2019, a company company-prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAPGAAP (except for the lack of footnotes, being subject to year-end audit adjustments and no reflection of depreciation expense, deferred revenue adjustments or other general quarter-end accruals), consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.Exchange

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthquarter, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s 's consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; time generally prepared by Borrower in the ordinary course of business. When Borrower requests the initial Advance under the Revolving Line and thereafter at all times during which any Advances are outstanding under the Revolving Line, within twenty (b) Within thirty (3020) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly quarterly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank each and all of the following to Bank: financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) as As soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthfiscal quarter, a company prepared Borrower shall deliver to Bank an unaudited consolidated and consolidating balance sheet and a statement of income statement covering Borrower’s operations during such period and retained earnings prepared in accordance with GAAP, consistently applied, covering Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; . (ii) Beginning with the fiscal year ending December 31, 2008, as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year, Borrower shall deliver to Bank audited consolidated and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an that is unqualified or qualified in a manner acceptable to Bank from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or another independent certified public accounting firm reasonably acceptable to Bank; . (iii) if If applicable, Borrower shall deliver to Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; . (iv) promptly Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; . (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (bvi) Within thirty twenty (3020) days after the last day of each fiscal quarter, Borrower shall deliver to Bank a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any change in Borrower’s Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B and C to the Intellectual Property Security Agreement or Negative Pledge Agreement delivered to Bank by Borrower in connection with this Agreement. (vii) As soon as available, but in any event within ten (10) days after the end of each calendar month, Borrower shall deliver to Bank copies of minutes of meetings of the Borrower’s board of directors. (b) Within ten (10) days after the last calendar day of each month so long as any amounts remain outstanding under the Revolving Facility, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of accounts receivable and accounts payable and a schedule of future ▇▇▇▇▇▇▇▇. (c) Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto. (d) As soon as possible At least thirty (30) days prior to the beginning of each fiscal year of Borrower, Borrower shall deliver to Bank a detailed annual budget, and in any event Borrower shall notify Bank of each material change to or deviation from such budget within two five (25) calendar days after becoming aware the Borrower’s board of the occurrence directors has approved such change or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect theretodeviation. (e) Borrower shall permit Bank directly and through another person on Bank’s behalf and Bank shall have a right from time to time hereafter hereafter, directly and through another person on Bank’s behalf, to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense. (f) Borrower shall provide such additional statements and information as Bank may from time to time request, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver in form reasonably acceptable to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred and eighty (180) days after the end of Borrower’s fiscal yearyear beginning with the fiscal year ended December 31, 2007, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) as soon as available, but in any event within thirty (30) days prior to Borrower’s fiscal year end, a company prepared operating budget (e) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) . Within thirty twenty (30) days after the last day of each month, Borrower shall deliver to Bank aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly financial statements a Borrowing Base Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (viii) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viiiv) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;. (ba) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D C hereto. (db) As soon as possible and in any event within two three (23) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s reasonable expense, ; provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing; provided further that such audits shall be conducted during Borrower’s normal business hours. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, ; provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate intellectual property report and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, (i) a company prepared consolidated balance sheet, income statement, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; Officer and (ii) as soon as availablea Compliance Certificate; (b) except to the extent the same are sooner included in a Form 10-K Annual Report filed by Borrower with the Securities and Exchange Commission, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating (if applicable) financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; ; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms and, if applicable, copies of the Form 10-K and Annual Report, Form 10-Q filed Quarterly Report and Form 8-K Current Report for Borrower concurrent with the date of filing with the Securities and Exchange Commission; ; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; ; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (bf) Within within thirty (30) days after the last day of each month, Borrower shall deliver to Bank (i) a Borrowing Base Certificate signed detailed aging of Borrower’s Accounts by a Responsible Officer in substantially the form of Exhibit C heretoinvoice date, together with aged listings payable aging by invoice date of accounts receivable date, together with such other matters as Bank may request, (ii) a deferred revenue schedule and accounts payable.(iii) a monthly recurring revenue report; (cg) Within as soon as available, but in any event no later than the earlier to occur of thirty (30) days after following the last day beginning of each monthfiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”) (h) promptly, upon sending or receipt, copies of any management letters and correspondence relating to management letters, sent or received by Borrower to or from Borrower’s auditor. If no management letter is prepared, Borrower shall deliver shall, upon Bank’s request, obtain a letter from such auditor stating that no deficiencies were noted that would otherwise be addressed in a management letter; (i) promptly upon Bank’s request, such other books, records, statements, lists of property and accounts, budgets, forecasts or reports as to Borrower and as to each Guarantor of Borrower’s obligations to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoBank may request. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering BorrowerParent’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of BorrowerParent’s fiscal year, audited consolidated and consolidating financial statements of Borrower Parent prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies (which may be in electronic form) of all statements, reports and notices sent or made available generally by Parent or Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt after any officer of notice any Credit Party obtains knowledge thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars (to the extent the amount in controversy exceeds $100,000) 100,000 individually or more$150,000 in the aggregate; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vie) as soon as available, but in any event not later than sixty within thirty (6030) days after the end of each Parent’s fiscal year, Borrower’s financial an operating budget in a form reasonably acceptable to Bank and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by BorrowerParent’s Board board of Directorsdirectors; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; ; and (bg) within ten (10) Business Days after the reasonable request of Bank, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any active or pending material United States Patent, Copyright or Trademark applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral (other than Foreign applications and registrations), including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within thirty ten (3010) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer of Borrower and Parent in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day payable of each month, Borrower and Parent. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer of Parent in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth (and after the Equity Event, within thirty (30) days after the end of each fiscal quarter), a company Borrower prepared consolidated and consolidating balance sheet and income statement covering Borrower’s 's consolidated operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicablewithin five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;. (b) Within thirty (30) days after the last day of each month, if Advances or Letters of Credit are outstanding under this Agreement, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. After an Equity Event, the Compliance Certificate shall be submitted on a quarterly basis or within five (5) days after filing Form 10-K with the SEC. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Lender: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and its consolidated Subsidiaries’ operations during such period period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible OfficerLender; (ii) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, beginning with the year ended December 31, 2017, audited consolidated and consolidating financial statements of Borrower and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank Lender on such financial statements of an independent certified public accounting firm reasonably acceptable to BankLender; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its their security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against the Borrower or any Subsidiary of its Subsidiaries that could result in damages or costs to the Borrower or any Subsidiary of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by the Borrower’s independent certified public accounting firm regarding the Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end December 15 of each fiscal calendar year, the Borrower’s financial and business projections and budget for the current year (including monthly detail)immediately following year, certified with evidence of approval thereof by a Responsible Officer as being approved by the Borrower’s Board of DirectorsDirectors (copies of any Board of Directors approved revisions to projections shall be delivered to Lender within thirty (30) days of such approval); and (vii) such other budgets, sales projections, operating plans or other financial information as Bank Lender may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after . Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer the Borrower setting forth details of the Event of Default, and the action which the Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering Borrower’s Borrowers’ operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of BorrowerParent’s fiscal year, audited consolidated and consolidating financial statements of Borrower Parent prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (v) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) as soon as available, but in any event not no later than sixty (60) days after the end January 31 of each fiscal year, Borrower’s board approved monthly financial projections of each Borrower acceptable to Bank including balance sheet, income statement and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directorscash flow statement; and (vii) such other budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably request from time to time;; and (viii) upon written request of Bank, no later than thirty (30) days after the end of each calendar quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property. (ba) Within thirty (30) days after the last day of each month, Borrower LDR Spine shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer of LDR Spine in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payablepayable and an inventory summary. (cb) Within thirty (30) days after the last day of each month, Borrower LDR Spine shall deliver to Bank with the monthly financial statements statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer of LDR Spine in substantially the form of Exhibit D hereto. (dc) As soon as possible and in any event within two three (23) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer of Parent setting forth details of the Event of Default, and the action which Parent and the relevant Borrower (if other than Parent) has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s Borrowers’ expense, provided that such audits will be conducted no more often than every six (6) months and the cost to Borrowers shall not be greater than Five Thousand Dollars ($5,000) per audit unless an Event of Default has occurred and is continuing. Borrower Parent and/or LDR Spine may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower Parent and/or LDR Spine delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar monthquarter, a Borrower’s report on Form 10-Q, including Borrower’s company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPfinancial statements, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to BankBank and Borrower’s report on Form 10-K; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivc) promptly upon receipt of notice thereof, a report of any legal actions pending or overtly threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of One Five-Hundred Thousand Dollars ($100,000500,000) or more; (vd) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; within thirty (vi) as soon as available, but in any event not later than sixty (6030) days after of the end last day of each fiscal yearquarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any material Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s financial intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any material Trademark, Patent or Copyright not specified in Exhibits A, B, and business projections and budget for C of the current year (including monthly detail), certified Intellectual Property Security Agreement delivered to Bank by a Responsible Officer as being approved by Borrower’s Board of DirectorsBorrower in connection with this Agreement; and (viie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after time generally prepared by Borrower in the last day ordinary course of each month, business. Borrower shall deliver to Bank with the quarterly 10Q report a Borrowing Base Compliance Certificate (including covenant calculations providing detail acceptable to Bank) signed by a Responsible Officer Representative in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within provided that Borrower shall deliver covenant calculations for the covenant set forth in Section 6.8 within thirty (30) days after of the last day of each month, Borrower shall deliver to Bank with month at all times that the monthly financial statements a Compliance Certificate certified as aggregate balance of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts unrestricted cash and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained cash equivalents located in the electronic filesUnited States minus the aggregate balance of all Indebtedness (including without limitation any Contingent Obligations) owing from Borrower to Bank, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five is less than Thirty Five Million Dollars (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer$35,000,000).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (b) Within thirty (, including as soon as available, but in any event no later than December 30) days after the last day , 2009, a budget approved by Borrower’s board of each month, Borrower shall deliver directors showing Borrower’s operations to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payablebe fully funded through 2010. (ca) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) Within 15 days after any meeting of Borrower’s board of directors, any meeting slides or other detailed summaries of clinical data presented to Borrower’s board of directors and copies of any communications with the FDA. (c) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) 6 months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate statements and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Each Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicablewithin sixty (60) days after the last day of each fiscal year, a financial forecast for the current fiscal year in form and substance satisfactory to Bank; (d) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; ; and (bf) Within within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, continuing and Bank the fees for such audits shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by reasonable and customary for a Responsible Officer. If Borrower delivers transaction of this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officertype.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vie) as soon as available, but in any event not later than sixty within thirty (6030) days after the end of each prior to fiscal yearyear end, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being annual forecasts approved by the Borrower’s Board of Directors; and (viif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; ; and (bg) within ten (10) Business Days after the reasonable request of Bank, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any active or pending material United States applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral (other than foreign applications and registrations), including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C B hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D C hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six twelve (612) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar monthquarter, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s 's operations during such period period, prepared in accordance with GAAPGAAP on a consolidated and consolidating basis, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer (in the alternative, Borrower shall deliver such financial information on a monthly basis within twenty (20) days after the end of each month for any month in which the aggregate amount of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Letters of Credit exceeded $400,000 at any time); (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionCommission (to the extent their delivery is not already required pursuant to subsections (a) and (b) above); (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; time generally prepared by Borrower in the ordinary course of business; and (bf) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in EXHIBITS A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within thirty fifteen (3015) days after the last day of each monthmonth in which the aggregate amount of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Letters of Credit exceeds $400,000 at any time, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the quarterly and (if required) monthly financial statements statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, Collateral at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each Subsidiaries’ operations during such period period, prepared in accordance with GAAP (except for (a) the omission of footnotes, (b) accounting adjustments relating to stock compensation, equity, partnership and collaboration agreements, (c) normal year-end adjustments, and (d) adjustments required or permitted to conform to GAAP), and in a form reasonably acceptable to Bank and certified by a Responsible Officer; provided, that after a Qualified Public Offering, the foregoing interim financial statements shall be delivered no later than thirty (30) days after the filing with the SEC for each fiscal quarter then ended; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, commencing with the fiscal year ending December 31, 2014, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no except for going concern comment comments or qualificationqualifications based upon the history of accumulated losses and related impact upon the amount of cash shown in the financial statements of Borrower or the need to raise additional capital) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Two Hundred Fifty Thousand Dollars ($100,000250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end March 1 of each fiscal calendar year, Borrower’s financial and business projections and budget for the then current year (including monthly detail)or immediately following year, certified by a Responsible Officer as being approved applicable, with evidence of approval thereof by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (ca) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (db) As soon as possible and in any event within two (2) calendar days three Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s 's operations during such period prepared in accordance with GAAPperiod, in a form certified by an officer of Borrower (without any personal liability therefore other than liability based on fraud or criminal misconduct) reasonably acceptable to Bank and certified by a Responsible OfficerBank; (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivc) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viid) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) . Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) . Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to BankLender: (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar month, Fiscal Month, (i) a company prepared unaudited consolidated balance sheet, income statement, and consolidating balance sheet and income statement of cash flow covering Borrower’s 's operations during such period period, (ii) a certificate signed by a Certifying Officer of Borrower to the effect that: (A) the consolidated financial statements delivered hereunder have been prepared in accordance with GAAPGAAP (except for the lack of footnotes and being subject to year-end audit adjustments) and fairly present in all material respects the financial condition of Borrower, (B) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and (C) there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto), and (iii) for each month that is the date on which a financial covenant in SECTION 7.20 is to be tested, a Compliance Certificate demonstrating, in a form reasonably acceptable to Bank and certified by a Responsible Officer; reasonable detail, compliance at the end of such period with the applicable financial covenants contained in SECTION 7.20, and (iib) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of each of Borrower’s fiscal year, audited 's Fiscal Years, (i) consolidated and consolidating financial statements of Borrower for each such Fiscal Year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified GAAP (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such audited financial statements to include a balance sheet, income statement, and statement of an independent certified public accounting firm reasonably acceptable cash flow and, if prepared, such accountants' letter to Bank; management), (iiiii) if applicable, copies a certificate of all statements, reports and notices sent or made available generally by Borrower such accountants addressed to its security holders or to any holders Lender stating that such accountants do not have knowledge of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report existence of any legal actions pending Default or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary Event of One Hundred Thousand Dollars Default under SECTION 7.20, ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vic) as soon as available, but in any event not later than sixty (60) within 30 days after prior to the end start of each fiscal of Borrower's Fiscal Years, (i) copies of the Projections, in form and substance reasonably satisfactory to Lender, for the forthcoming 2 years, year by year, Borrower’s financial and business projections and budget for the current year (including monthly detail)forthcoming Fiscal Year, month by month, certified by a Responsible Officer the chief financial officer of Borrower as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as officer's good faith best estimate of the last day financial performance of Borrower during the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.period covered thereby, (d) As if and when filed by Borrower or any of its Subsidiaries, (i) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (ii) any other filings made by Borrower or any of its Subsidiaries with the SEC, (iii) copies of the federal income tax returns of MFFB and Parent and any amendments thereto, filed with the Internal Revenue Service, and (iv) any other material information that is provided by Borrower or any of its Subsidiaries to its shareholders generally, (e) if and when filed by Borrower or any of its Subsidiaries and as requested by Lender, reasonably satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which (i) Borrower or such Subsidiary conducts business or is required to pay any such excise tax, (ii) where Borrower's failure to pay any such applicable excise tax would result in a Lien on the properties or assets of Borrower or such Subsidiary, or (iii) where Borrower's or such Subsidiary's failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change, (f) as soon as possible and in Borrower has knowledge of any event within two (2) calendar days after becoming aware of the occurrence or existence of condition that constitutes a Default or an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the hereunder or an "Event of Default" under the Indentures, notice thereof and a statement of the curative action which that Borrower has taken or proposes to take with respect thereto., (eg) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateralupon the request of Lender, at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event copies of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificatesfinancial statements, reports or other documents required to be delivered to the trustees under the Indentures, and (h) upon the request of Lender, any other report reasonably requested relating to the financial condition of Borrower. In addition to the financial statements referred to above, Borrower agrees on a quarterly basis to deliver financial statements prepared on both a consolidated and consolidating basis and agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borrower agrees that its independent certified public accountants are authorized to communicate with Lender and to release to Lender whatever financial information required concerning Borrower Lender reasonably may request. Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Lender pursuant to or in accordance with this Section 6.2Agreement, and Bank shall be entitled agrees that Lender may contact directly any such accounting firm or service bureau in order to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officerobtain such information.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar monthfiscal quarter, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s 's consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; . Within fifteen (b) Within thirty (3015) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) days after the last day of each month, . Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, Collateral at Borrower’s 's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower will deliver to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s 's consolidated operations during such period prepared in accordance with GAAPthe period, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer acceptable to Bank; (ii) as soon as available, but in any event within one hundred eighty (180) no later than 90 days after the end last day of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 100,000 or more; (viv) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time requests; and (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to time;any Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property. (b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoC, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.D. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of Bank has the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter to audit Borrower’s 's Accounts and appraise Collateral, at Borrower’s 's expense, provided that such but the audits will be conducted no more often than every six (6) months year unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed company prepared consolidated balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations during the period certified by a Responsible Officer and in substantially a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the form last day of Exhibit C heretoBorrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with aged listings an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (v) as soon as available, but no later than thirty (30) days after approval by invoice date Borrower’s board of accounts receivable directors, copies of all annual financial projections, commensurate in form, substance and accounts payabletiming with those provided by Borrower to its venture capital and other investors and; and (vi) budgets, sales projections, operating plans and other financial information reasonably requested by Bank. (cb) Within thirty fifteen (3015) days after the last day of each month, Borrower shall deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). (c) Within fifteen (15) days after the last day of each month, deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially the form of Exhibit D heretothis Agreement. (d) As soon as possible During any Quick Ratio Threshold Period, Borrower shall provide Bank with the following additional reports: (i) Transaction reports, accounts receivable agings, accounts payable agings and in any event within two (2) calendar days after becoming aware schedules of collections, sales, credit memos and other adjustments, each week and at the occurrence or existence time of an Event of Default hereundereach Payment/Advance Form, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect theretoon Bank’s standard form. (eii) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted If there are no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statementsAdvances outstanding, the Borrowing Base Certificate and transaction reports under clause (i) may be made monthly, within thirty (30) days after the Compliance Certificateend of each month; provided, each bearing the physical signature of the Responsible Officerhowever, that Borrower shall give Bank thirty (30) days prior written notice before requesting any Advance.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank each and all of the following financial statements, reports, certificates and other records referenced under this Section 6.4(a) and such other statements, reports, certificates and records as Bank may request from time to Bank:time. (a) (i) as As soon as available, but in any event within thirty (30) days after the end of each calendar month, Borrower shall deliver to Bank a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; . (ii) as As soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, Borrower shall deliver to Bank audited consolidated and consolidating financial statements of Borrower (to include a balance sheet, income statement and supporting schedules and changes in financial position) prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank which is unqualified or qualified in a manner acceptable to Bank; . (iii) if As soon as available, but in any event no later than thirty (30) days prior to the end of Borrower’s fiscal year, Borrower shall deliver to Bank its preliminary budget for the next fiscal year in the form provided to Borrower’s Board of Directors or committee thereof. (iv) If applicable, Borrower shall deliver to Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; . (ivv) promptly Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars TWENTY FIVE THOUSAND DOLLARS ($100,00025,000.00) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; more or which would be likely to have a Material Adverse Effect of the Borrower and/or its Subsidiaries. (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (vii) Borrower shall immediately notify Bank of any changes to Borrower and/or its Subsidiaries (financial or otherwise) which would likely have a Material Adverse Effect on Borrower and/or its Subsidiaries. (b) Within thirty twenty (3020) days after prior to any initial borrowing, and for so long as any amounts remain outstanding, under the last day of each monthCommitted Revolving Line, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payablepayable and a report of the prior month’s sales results and the next month’s sales projections. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and (in form acceptable to Bank) signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer. (d) As soon as possible Borrower shall permit Bank either directly or through another person on Bank’s behalf and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter hereafter, either directly or through another person on Bank’s behalf, to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Deliver to Bank: (i) as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such the period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within one no later than two hundred eighty ten (180210) days after the end last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) if applicablewithin five (5) days of delivery, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars (its Subsidiaries of $100,000) 1,000,000 or more; (v) promptly upon receiptannually, each management letter prepared by financial projections for Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) fiscal year as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viivi) such other year end budgets, sales projections, operating plans or and other financial information as Bank may reasonably request from time to time;requested by Bank. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base duly completed Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable showing cash and accounts payablepre-closing estimated cash burn. (c) Within thirty forty-five (3045) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements statements, a duly completed Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D heretoOfficer. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such . Such audits will shall be conducted no more often than every six once per year, and Borrower’s expenses for each such audit shall be limited to a maximum of $2,500, unless a Default or an Event of Default has occurred and is continuing. Each audit shall be conducted during regular business hours and upon reasonable (6in no event less than five (5) months Business Days’) prior notice, unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty (30) no later than the earlier to occur of 45 days after the end of each calendar monthfiscal quarter or 5 days after filing of a Form 10-Q for such quarter with the Securities and Exchange Commission, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty (180) no later than the earlier to occur of 90 days after the end of Borrower’s each fiscal yearyear of Borrower or 5 days after filing of a Form 10-K for such fiscal year with the Securities and Exchange Commission, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 500,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;; and (f) upon request by Bank, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Patents, Copyrights, or Trademarks. (ba) Within thirty (30) If there are Advances or Letters of Credit outstanding, within 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) No later than the earlier to occur of 45 days after the last day of each monthfiscal quarter or 5 days after filing of a Form 10-Q for such quarter with the Securities and Exchange Commission, Borrower shall deliver to Bank with the monthly its quarterly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ec) Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than once every six (6) 12 months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) : (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAPperiod, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no either unqualified, qualified only for going concern comment or qualification) so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 60 days after the beginning of the applicable fiscal year; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (vvi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (cb) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (dc) As soon as possible and in any event within two (2) 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (ed) Bank (through any of its officers, employees, or agents) shall have a right the right, upon reasonable prior notice, from time to time hereafter to audit during Borrower’s Accounts and appraise Collateral, at Borrower’s expense, provided that such audits will be conducted usual business hours but no more often than every six twice a year (6) months unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information shall include a submission date on any certificates and reports to be delivered electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: : (a) (i) as soon as available, but in any event within thirty twenty (3020) days after the end of each calendar monthquarter, a company prepared consolidated balance sheet, income, and consolidating balance sheet and income cash flow statement covering Borrower’s consolidated operations during such period period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iib) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($100,00050,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; time generally prepared by Borrower in the ordinary course of business; and (bf) within twenty (20) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within thirty fifteen (3015) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings by invoice date of accounts receivable and accounts payable. . Within twenty (c20) Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) . Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver to Bank each and all of the following to Bank: financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as Bank may reasonably request from time to time. (i) as As soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, a company prepared Borrower shall deliver to Bank an unaudited consolidated and consolidating balance sheet and a statement of income statement covering Borrower’s operations during such period and retained earnings prepared in accordance with GAAP (not including footnotes required by GAAP), consistently applied, covering Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; . (ii) Beginning with the fiscal year ending December 31, 2004, as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year, Borrower shall deliver to Bank audited consolidated and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of that is unqualified or qualified in a manner acceptable to Bank from an independent certified public accounting firm reasonably acceptable to Bank; . (iii) if If applicable, Borrower shall deliver to Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; . (iv) promptly Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Twenty Five Thousand Dollars ($100,00025,000.00) or more; . (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (vii) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time;. (b) Within thirty twenty five (3025) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. (c) Within thirty twenty five (3025) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D E hereto. (d) As soon as possible Borrower shall permit Bank directly and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, through another person on Bank’s behalf and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have a right from time to time hereafter (which, in the absence of an Event of Default, shall not occur more than once per year), directly and through another person on Bank’s behalf, to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that the expense to Borrower for each such audits audit will be conducted no more often than every six not exceed Five Thousand Dollars (6$5,000.00). (e) months unless an Event of Default has occurred Borrower shall provide such additional statements and is continuing. Borrower information as Bank may deliver from time to Bank on an electronic basis any certificatestime request, reports or information required pursuant in form reasonably acceptable to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower will deliver to Bank: (i) as soon as available, but in any event within thirty (30) no later than 30 days after the end last day of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated operations during such the period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible OfficerOfficer and in a form acceptable to Bank; (ii) as soon as available, but in any event within one hundred eighty (180) no later than 120 days after the end last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) 250,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a Responsible Officer as being approved by Borrower’s Board of Directors; and (viiiv) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time;requests. (b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank a Liquidity Covenant Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoC, together with aged listings by invoice date of accounts receivable and accounts payablepayable (by invoice date). (c) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.D. (d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Allow Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, Collateral at Borrower’s expense, provided that such expense Such audits will be conducted no more often than every six (6) 12 months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on with the information contained in the electronic files, provided that Bank in good faith believes specific agreement that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it first of such audits shall also deliver occur prior to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission the making of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible OfficerTerm Loan.